SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549




FORM
        10-KSB/AAmendment No. 1




Annual
      Report Pursuant to


The
      Securities Exchange Act of 1934




For
      the
      Fiscal Year Ended December 31, 2005




Commission
      file number: 000-28711




HEALTH
      PARTNERSHIP INC.


(Exact
      name of registrant as specified in its charter)




Colorado
            (84-1361341)(State
                or other jurisdiction
              of
                incorporation or organization)
            (I.R.S.
                Employer
              Identification
                No.)3111
                N. Seminary, Unit 1N, Chicago, Illinois60657(Address
                of principal executive offices)(Zip
                Code)(312)
                640-2975Registrant’s
                telephone number, including area code





Securities
      Registered under Section 12(b) of the Act: None




Securities
      Registered under Section 12(g) of the Act: Common Stock, $.0001 par
      value




Check
      whether the Registrant is not required to file reports pursuant to Section
      13 or
      15(d) of the Securities Exchange Act of 1934: o




Check
      whether the Registrant has (1) filed all reports required to be filed by Section
      13 or 15(d) of the Securities Exchange act of 1934 during the preceding 12
      months (or for such


shorter
      period that the Registrant was required to file such reports), and (2) been
      subject to the filing requirements for at least the past 90 days: x Yes o No




Check
      if
      disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not
      contained in this form, and no disclosure will be contained, to the best of
      Registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB: x




Check
      whether Registrant is a shell company (as defined by Rule 12b-2 of the
      Securities Exchange Act of 1934):


x
      Registrant was a shell company
      throughout 2005, but as of February 13, 2006, Registrant lost its shell company
      status.




Registrant’s
      revenues for 2005 were $0.




The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the bid/ask price of $1.30 at April
      7,
      2006 is approximately $1,432,318.




The
      Registrant had 19,481,735 shares of its common stock outstanding as of April
      14,
      2006.




Transitional
      Small Business Disclosure Format (check one): o Yes x
      No







**Explanatory
            Note**
  This
            Amendment No. 1 on Form 10-KSB/A (the "Amendment")
            is filed by Health Partnership Inc. (the "Company") to amend (1) the
            "Lease"
            risk factor to provide an update on the Company's negotiations with the
            landlord
            of the Fuquay Varina facility; (2) certain disclosure in the Company's
            financial
            statements and (3) to add the consent of Jaspers + Hall PC, the Company's
            independent auditor, as Exhibit 23.1. The remainder of the Amendment
            remains
            unchanged from the Company's Form 10-KSB for the year ended December
            31, 2005
            that the Company filed with the Securities and Exchange Commission on
            April 17,
            2006.
  **Item
        1.  Description of Business**
  Health
        Partnership Inc. was incorporated in Colorado in 1996 as NELX Marketing,
        Inc.
        and later that year changed its name to Mind2Market, Inc. We engaged
        unsuccessfully in a number of endeavors to acquire and develop certain internet
        based technologies, and by the end of 2004 had no significant operations
        or
        assets.
  By
        share
        purchase and loan agreement dated as of May 18, 2005 and consummated on May
        20,
        2005, we and certain of our then principal shareholders entered into a share
        purchase and loan agreement with M2M Acquisition LLC, an Illinois limited
        liability company which purchased 15,200,000 shares of our capital stock
        and
        loaned us $434,800. This resulted in a change of control, with M2M owning
        all
        but 785,305 of our shares of common stock. M2M promptly distributed its shares
        to our three principal shareholders (Roberti Jacobs Family Trust, Grander,
        LLC
        and DJS II Investments, LLC) and one other shareholder, changed our name
        to
        Health Partnership Inc. and announced that our business model was changed
        to one
        of seeking to acquire and operate businesses in the health and fitness industry,
        including health care clubs, physical therapy centers and associated ancillary
        businesses.
  On
        February 13, 2006, we acquired by way of reverse merger 100% of the capital
        stock of Capital Partners for Health & Fitness, Inc., a North Carolina
        corporation which operates nine health clubs in the Raleigh-Durham metropolitan
        area under the trade name “Beyond Fitness.” We funded the acquisition through
        the issuance of 3,496,430 of our shares of common stock and two promissory
        notes
        in the aggregate amount of $6,992,859, plus an additional cash earnout payment
        in the event Capital Partners’ operations exceed certain negotiated levels for
        the eight (8) full calendar quarters following the acquisition. The terms
        of the
        acquisition are specified in greater detail in the Current Reports on Forms
        8-K
        and 8-KA that we filed with the Securities and Exchange Commission (the “SEC”)
        on February 13, 2006 and February 23, 2006, respectively.
  We
        also
        announced in January 2006 that we had entered into a nonbinding letter of
        intent
        to acquire the Beyond Fitness Companies, which are a series of affiliated
        companies headquartered in the Raleigh-Durham area which comprise one of
        the
        country’s largest independent providers of personal training services to health
        club operators across the country. We have not yet consummated the purchase
        of
        these companies and there is no assurance that the transaction will
        close.
  Description
        of Capital Partners
  Capital
        Partners is a regional chain of nine health and fitness clubs in the greater
        Raleigh-Durham metropolitan area. It acquired the clubs in late 2005 from
        Kapital Engine Investments, Inc., an entity then controlled by Mr. Randall
        Rohm,
        the current chief operating officer of Capital Partners. Capital Partners’ clubs
        comprise the largest chain of health clubs in the greater Raleigh-Durham
        metropolitan area, with in excess of 55,000 members. The clubs range in size
        from 13,500 to 25,000 square feet and operate from leased facilities. Capital
        Partners endeavors to promote a good value of services at a low cost to its
        health club members. Based on its experience, it has found that, in the past,
        the larger national chains of health clubs have chosen not to enter Capital
        Partners’ market due at least in part to the relatively low cost at which
        Capital Partners offers its memberships.
  
 *Business
        Strategy* .
        Capital
        Partners’ business plan contemplates the addition of health clubs to the current
        regional market, as well as the entry into other markets through both strategic
        acquisition and organic growth. Subject to availability of financing, Capital
        Partners would like to develop some new facilities on a larger scale (50,000
        square feet or more), offering a wider amenity package and the possibility
        of
        consolidating membership from several of the smaller clubs into these larger
        clubs. Capital Partners’ value proposition for its members focuses on the
        provision of a high quality health club experience at a relatively modest
        cost
        to its members.
  Each
        facility is equipped with state-of-the-art equipment in amounts generally
        sufficient to adequately serve members during peak hours (typically 5-7 am
        and
        5-7 pm). We believe that the management at each facility is trained to provide
        a
        favorable customer experience and to do so in a cost effective manner, being
        mindful of the bottom line. Capital Partners employs a discretionary bonus
        system to incent and reward employees for exemplary individual and team
        effort.
  *Sales
        and Marketing* .
        The
        sale of new memberships and retention of existing members is essential to
        Capital Partners’ business strategy. Due to the relatively young age of its
        members and their greater mobility than older members, Capital Partners
        experiences an approximately 75% turnover of its members on an annualized
        basis.
        Employees who regularly interface with members are encouraged to promote
        the
        clubs and to bring in new members. Membership packages are offered in a variety
        of formats, including pre-paid one and two year memberships, as well as
        month-to-month memberships. Pricing incentives are currently structured to
        encourage long-term participation, including promotions as low as $10 per
        month
        for two-year commitments, and a standard $39 per month fee plus a modest
        enrollment fee for certain shorter term commitments. These pricing incentives
        are subject to change at Capital Partners’ sole discretion.
  Advertising
        is done primarily through direct mail promotions, where Capital Partners
        believes the responses are measurable. In its experience, Capital Partners
        has
        found that telephone solicitation, utilization of a variety of referral sources
        and internet marketing have all been successful methods of driving new
        membership in its health clubs. Capital Partners has employed radio and print
        advertising, as well as event marketing in the past, and found that these
        methods have been less productive than the other methods enumerated above.
  *Amenities* .
        Each of
        Capital Partners’ health clubs has extensive equipment, which is typically
        purchased through full payout lease financing. Each club’s equipment is divided
        substantially equally among cardiovascular (such as treadmill, elliptical
        trainers, stationary bikes and stairclimbers), resistance training and
        selectorized equipment, and free weight/cable equipment. Each facility averages
        approximately 120 pieces of equipment. The facilities generally contain ample
        studio area for classes, including aerobics, yoga, step, kickboxing and
        abdominal workouts. Décor of the clubs is typically modern, with the layout
        intended to provide for a pleasant workout experience. Full locker room and
        shower facilities are available for members. A limited number of the clubs
        maintain basketball facilities and/or juice bars.
  2
 In
        October 2004, Capital Partners entered into a five-year agreement with the
        Beyond Fitness Companies to provide personal trainers to its health club
        facilities at no cost to either party. Beyond Fitness generally is paid for
        its
        personal training services by the health club members that contract for such
        services.
  To
        the
        extent that food or clothing concessions are available at the clubs, management
        subcontracts these services to independent contractors who pay a base rent
        for
        the operation of small facilities. Capital Partners believes that for clubs
        of
        its size, profitability is enhanced by avoiding food or apparel service due
        to
        the extensive time and personnel requirements associated with each, as well
        as
        the need to continually monitor inventory.
  *Financing* .
        As
        described above, Capital Partners currently finances the equipment for its
        health clubs through two leasing sources, Sun Trust (formerly, Central Carolina
        Bank and Trust Company) and Life Fitness, a division of Brunswick Corporation,
        which typically sells its lease paper to CIT. Through these sources, the
        purchase price and a market value interest factor for the equipment is financed
        through full payout amortization payments over a three- to five-year term,
        with
        either a $1.00 purchase option or a residual value purchase option at the
        end of
        lease term. Certain of the equipment in the facilities is fully paid for
        and
        much of the remaining equipment is substantially paid for, with new leases
        typically written as additional or replacement equipment is acquired.
  *Employees* .
        Capital
        Partners currently employs approximately 230 employees, about sixty of whom
        are
        full-time. Operation of the clubs is divided into three districts, with each
        district having a manager who runs one club and oversees the other clubs
        in the
        manager’s district. In addition, each district has a club manager for each of
        the other clubs in the district and an assistant manager overseeing the
        day-to-day operations of each club, together with the club manager. Each
        club
        typically employs 1-4 fitness consultants, 3-6 babysitting employees, 3-6
        group
        fitness instructors, 2-3 salespeople and 2-3 cleaning people. The fitness
        instructors and personal trainers work at each club, as necessitated by demand.
        These individuals are typically independent contractors, so that utilization
        is
        more common during times of peak demand for their services.
  Capital
        Partners is our sole subsidiary. Capital Partners in turn has nine active
        special purpose wholly-owned subsidiaries which are responsible for operating
        its nine separate health clubs: Raleigh Fitness, LLC (Durham); Creedmoor
        Fitness, LLC (Creedmoor Road, Raleigh); EFS, Inc. (Spring Forest Road, Raleigh);
        KRS, Inc. (Duraleigh Road, Raleigh); Maynard Fitness, Inc. (Maynard Road,
        Cary);
        Sampson’s Gym, Inc. (Buck James Road, Cary); Waverly Fitness, LLC (Waverly
        Place, Cary); Garner Fitness, LLC (Garner); and Fuquay Fitness, LLC
        (Fuquay).
  **Item
        2.  Description of Property**
  During
        calendar year 2005, we did not own or lease any properties.
  The
        following nine facilities are leased by Capital Partners’ special purpose
        facilities:
  1.  Durham,
        NC .
        This is
        a 20,000 square foot facility. It had originally been operated as a Gold’s Gym
        by the prior owner before the acquisition by the company in 2003. Base rent
        plus
        pass through charges total approximately $19,000 per month. An additional
        20,000
        square feet of adjacent space is available for expansion at no additional
        cost.
        The lease expires June 30, 2006.
  3
 2.  Creedmoor
        Road, Raleigh, NC .
        This is
        a 25,000 square foot facility opened in late 2000. Base rent plus pass through
        charges total approximately $20,000 per month. An additional 22,000 square
        feet
        of expansion space is available. The lease expires April 30, 2011, subject
        to
        two 5-year renewal options, with Consumer Price Index (“CPI”) escalators. The
        lease requires the landlord’s consent to change in beneficial ownership, but not
        where the beneficial owner is a publicly traded corporation.
  3.  Spring
        Forest Road, Raleigh, NC .
        This is
        an 18,000 square foot facility acquired approximately ten years ago, and
        had
        been operated as a health club facility for at least ten years prior to that
        time. It is Capital Partners’ oldest facility and presently operated on a
        month-to-month basis.
  4.  Glenwood
        & Duraleigh, Raleigh, NC .
        This is
        a 25,000 square foot facility that was opened in 1998 and recently underwent
        an
        expansion which included the addition of two basketball courts. Base rent
        and
        pass through charges total approximately $20,000 per month. The lease expires
        December 31, 2013, with a five-year renewal clause order subject to certain
        CPI
        escalators. It requires the landlord’s consent to change in beneficial
        ownership, which has been obtained.
  5.  Maynard
        Road, Cary, NC .
        This is
        an 18,000 square foot facility opened in 1996. Base rent plus pass through
        charges total approximately $16,000 per month. Approximately 3,000 square
        feet
        of expansion space are available at no additional cost. The lease expires
        October 31, 2006 and Capital Partners is contemplating whether to renew the
        lease or migrate the members to a proposed new construction facility. It
        has
        three five-year renewal options, subject to certain CPI escalators.
  6.  Buck
        Jones Road, Cary, NC .
        This is
        the original facility opened by Capital Partners in 1995, comprised of 13,500
        square feet and requiring base rent plus pass through expenses of approximately
        $8,000 per month. The lease expires December 1, 2007, subject to two five-year
        renewal options. Capital Partners would consider renewing the lease if certain
        upgrades are provided by the landlord. The tenant has a right of first refusal
        to purchase the facility in the event of a sale.
  7.  Waverly
        Place, Cary, NC .
        This is
        a 22,500 square foot facility opened in 2001, and houses Capital Partners’
corporate offices. It is presently on a month-to-month lease. Capital Partners
        anticipates that it will eventually close this facility and move the club’s
        members to either the Buck Jones Road facility or a new facility considered
        for
        development.
  8.  Garner,
        NC .
        This
        facility was opened in 2000 and contains 20,500 square feet, leased at
        approximately $10,000 per month including pass through expenses. Its lease
        expires in July 14, 2012, subject to one five-year extension. This is the
        most
        remote of the locations for Capital Partners’ clubs, approximately twenty-five
        miles from the next nearest club.
  9.  Fuquay
        Varina, NC .
        This is
        a 20,000 square foot facility opened in late 2003, with base rent plus pass
        through expenses totaling approximately $20,000 per month. The lease expires
        in
        2013, with three five-year renewal options. This lease requires the landlord’s
        consent to change in beneficial ownership, which consent has not yet been
        obtained. See “Risk Factors - Leases.”
  4
 Risk
        Factors
  During
        2005, we were considered a “shell corporation” under the SEC’s rules, which
        carried with it all of the risks inherent in having no substantive assets,
        as
        well as accrued, unpaid liabilities with the hope and expectation that a
        financing transaction could be effected whereby we would be able to effect
        a
        cash infusion and/or acquisition of assets. Since the change of control
        transaction in May 2005, in which M2M Acquisition LLC acquired a substantial
        majority of our shares, it engaged in dialogue which led to the ultimate
        acquisition of Capital Partners in February 2006. In order to finance operations
        through that date, we funded two separate bridge loan financings, both due
        in
        2006. The first was a $500,000 convertible bridge loan facility accruing
        interest at 7% per annum and providing for automatic conversion into our
        common
        stock at a 25% discount off the closing per share value for the first $3,000,000
        equity infusion into us, and the second was a $400,000 bridge financing,
        due on
        the earlier of October 31, 2006 or such equity financing, bearing simple
        interest at 12% per annum.
  With
        the
        consummation of the acquisition of Capital Partners in February 2006, our
        risk
        of operating as a shell corporation has ceased. We are now presented with
        all of
        the challenges associated with having to procure financing necessary to satisfy
        our acquisition and bridge financing, as well as related to the overall
        operation of Capital Partners and our efforts to continue to grow our presence
        in the health and fitness industries, including the possible acquisition
        of the
        Beyond Fitness Companies and other entities.
  This
        Annual Report on Form 10-KSB contains statements that constitute
“forward-looking statements” within the meaning of Section 27A of the Securities
        Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
        1934,
        as amended. Those statements appear in a number of places herein and include
        statements regarding the intent, our belief or current expectations with
        respect
        to, among others things: (i) the development of our business; (ii) the targeting
        of industries that will require the use of the business; (iii) trends affecting
        our financial condition or results of operation; and (iv) our business and
        growth strategies. Any such forward-looking statements are not guarantees
        of
        future performance and involve risks and uncertainties, and that actual results
        may differ materially from those projected, expressed or implied, in the
        forward-looking statements as a result of various factors. The accompanying
        information contained herein identifies important factors that could cause
        such
        differences. Such forward-looking statements speak only as of the date of
        this
        Form 10-KSB and we caution potential investors not to place undue reliance
        on
        such statements.
  Information
        regarding market and industry statistics contained herein is included based
        on
        information available to us that it believes is accurate. It is generally
        based
        on industry and other trade publications that are not produced for purposes
        of
        securities offerings or economic analysis. We have not reviewed or included
        data
        from all sources, and we cannot assure the accuracy or completeness of the
        data
        included herein. Forward-looking information obtained from these sources
        is
        subject to the same qualifications and the additional uncertainties accompanying
        any estimates of future market size, revenue and market acceptance of products
        and services. We have no obligation to update forward-looking information
        to
        reflect actual results or changes in assumptions or other factors that could
        affect those statements.
  5
 Business
        Risks
  *Competition* .
        Capital
        Partners will experience significant competition, and there are virtually
        no
        barriers to entry into our business. In the health club industry, there are
        numerous large chains with substantially greater resources, which include
        Bally
        Total Fitness Holding Corporation, Life Time Fitness, Inc. (both publicly
        traded), 24 Hour Fitness Worldwide, Inc., Health Fitness Corp., Town Sports
        International, Inc., LA Fitness, The Sports Club Company, Inc. and The
        WellBridge Company, doing business under various names like Northwest Athletic
        Club. These larger chains have the ability to enter into select markets and
        subsidize the cost of operations in order to gain market share through a
        variety
        of strategies which include price wars, massive advertising campaigns, and
        the
        ability to offer superior amenities. They tend to have access to greater
        amounts
        of capital, enabling them to erect state of the art facilities and to attract
        top talent, which may include Capital Partners’ employees. In addition, by being
        able to promote national brands, they can in certain instances stretch their
        advertising dollars further, due to the ability to amortize expenditures
        over a
        larger number of clubs, as well as to enter into strategic alliances with
        other
        national brands for co-marketing of the brands on a national basis. These
        larger
        competitors tend to offer a wider scope of products and services to their
        customers, including amenities at larger clubs, such as swimming pools, spa’s,
        rock climbing walls, racquet sports and other sports, not currently offered
        by
        Capital Partners, as well as other services such as full menu food offerings,
        wellness programs and salons, as well as branded apparel and food
        products.
  There
        is
        also significant competition from comparably sized chains and smaller unit
        operators, in addition to health club facilities operated by the YMCA and
        similar not-for-profit organizations, local governmental and hospital health
        care and recreational facilities, country clubs, tennis and other athletic
        clubs, schools, recreational facilities in office and other buildings,
        condominium and townhome association amenities and home-use equipment.
  While
        we
        believe that Capital Partners and other businesses that it may acquire in
        the
        health club industry will be competitive and able to maintain and grow their
        businesses, it is expected that competition will intensify over time. In
        addition, we in most instances expect to structure acquisitions on an earn-out
        basis where some portion of the purchase price will be contingent on future
        performance, which is intended to incent the sellers to continue the operations
        of the facilities aggressively following purchase. There can be no assurances
        that the sellers will have the same level of enthusiasm for the operation
        of the
        businesses following sale, or that if they cease performing services for
        the
        businesses, we will be able to install replacement management with the same
        skill sets and determination as the sellers. We will typically negotiate
        for a
        noncompete agreement from the key seller(s) of a business; however, following
        the termination of the noncompete period, there is always a risk that the
        seller
        will attempt to reenter the market and possibly seek to recruit some of the
        former employees of the business, who may continue to be key employees of
        the
        business that the Company acquires.
  6
 *Debt
        Obligations* .
        In
        order to fund operations pending a successful capital raise, we have borrowed
        an
        aggregate of $700,000 from various individuals which is due on the initial
        closing of at least $3,000,000 of the capital raise, and an additional $500,000
        which is convertible into common stock (at a 25% discount to the pricing
        of the
        capital raise) on such initial closing, but which would also come due in
        2006
        should an initial closing of this magnitude not be obtained. In addition,
        we
        delivered purchase money financing to the two shareholders of Capital Partners
        in the aggregate principal amount of $6,992,859, which comes due on June
        30,
        2006 if not previously paid. Our ability to meet the above obligations (as
        well
        as our other obligations, including the costs of operating as a public company)
        is contingent upon us being successful in obtaining sufficient debt and/or
        equity financing to meet these obligations on a timely basis. Even if we
        are
        able to meet such requirements, there can be no assurances that we will be
        able
        to raise sufficient additional capital to enable us to grow our business
        through
        additional acquisitions and/or internally.
  *Prior
        Dealings with Jeremy Jaynes* .
        In
        2002, the founder, Edward “Ted” Sampson, of Kapital Engine Investments, Inc.,
        the predecessor entity to Capital Partners, sold a 47.5% interest in Kapital
        Engine to Mr. Jeremy Jaynes for $4,125,000, comprised of $2,000,000 of cash
        and
        the balance by note. In 2003, the founder sold the remaining 52.5% of KEI
        to Mr.
        Randall Rohm and a second purchaser (no longer a stockholder) for $3,900,000
        comprised of $1,000,000 of cash and a note for the balance, with Mr. Rohm
        retaining voting control over all of such shares and effective control of
        the
        operations of Kapital Engine. In 2005, the shares of the subsidiary entities
        which operate all of the Capital Partners health clubs were assigned by Kapital
        Engine to Capital Partners. Subsequently in 2005, Mr. Rohm entered into an
        agreement with Mr. Jaynes where he acquired 100% of Mr. Jaynes’ stock and
        economic interest in Kapital Engine for $628,425.
  In
        2004,
        Mr. Jaynes was convicted of violation of the Virginia anti-spamming statute
        and
        sentenced as a felon to nine years in prison. This related to Mr. Jaynes’
unsolicited sending of unwanted emails to persons in excess of legally permitted
        levels, as well as using deceptive routing to hide the source of the emails.
        This conviction is under appeal.
  Mr.
        Jaynes has also been implicated in connection with his alleged involvement
        in a
        so-called “pump and dump” penny stock scheme involving a public shell company
        named Absolute Health & Fitness, Inc., which is unrelated to Capital
        Partners or its subsidiaries. The Securities & Exchange Commission has filed
        a civil suit in Florida naming certain individuals who allegedly participated
        in
        the scheme. The complaint states that Mr. Rohm was the majority owner of
        two
        holding companies that operated several fitness centers which Mr. Jaynes
        had
        proposed to be merged with Absolute, and that Mr. Rohm subsequently broke
        off
        negotiations for the sale of the businesses to Absolute. However, the complaint
        states that the stock promoters acted as if the merger had occurred and that
        the
        signature appearing under Mr. Rohm’s name was not Mr. Rohm’s signature. The
        complaint further states that Mr. Rohm never executed an agreement to merge
        his
        companies with Absolute. Although Mr. Jaynes was not named as a defendant,
        it is
        possible that he will be named as a defendant in the lawsuit or in subsequent
        criminal proceedings regarding the SEC allegations.
  We
        have
        performed what we consider to be a commercially reasonable level of due
        diligence with respect to the above matters and believes Mr. Rohm and Mr.
        Sampson to be innocent of the alleged wrongdoings surrounding Mr. Jaynes
        or the
        other parties in the SEC complaint based upon the information of which we
        are
        presently aware. In addition, Mr. Rohm has delivered to us a letter dated
        December 15, 2004, from the office of the US Attorney for the Eastern District
        of North Carolina stating that as of that date neither Mr. Rohm nor Mr. Sampson
        was the target of any investigation being conducted by that office.
        Nevertheless, there may be significant publicity in the future regarding
        the
        Absolute stock scheme and possible attempts by the press to link Mr. Rohm
        and/or
        Mr. Sampson to the activities of Mr. Jaynes and other persons accused of
        wrongdoing. This could have a material adverse impact on us and the market
        price
        of our common stock irrespective of the merits of such allegations. In addition,
        notwithstanding the due diligence conducted to date by us, there is always
        a
        risk that there are matters which differ from its present understanding,
        which
        could implicate these individuals in such wrongdoing. Current and prospective
        investors in us should consider these factors and their possible impact on
        us.
  7
 *Troubleshooter
        Investigation* .
        In
        early February 2006, several articles appeared in the Raleigh press, as well
        as
        several local television stories, addressing complaints regarding Capital
        Partners’ health clubs. One such article states that there were more than 200
        complaints over the past thirty-six months with the Better Business Bureau
        ranging from matters such as broken exercise equipment in select locations
        to
        complaints regarding sanitation and improper billing and collection practices.
        The article states that the North Carolina Attorney General’s Office is
        investigating over 350 complaints over the past three years. Management of
        Capital Partners has advised that with nine clubs and over 55,000 members,
        it is
        inevitable that complaints will be lodged by members, and that this average
        annual volume of complaints constitutes less than one half of one percent
        of the
        annual membership at the clubs. Nevertheless, any adverse publicity could
        have a
        material adverse impact on membership at the clubs and on the market price
        of
        our common stock, and could result in fines, requirement for remedial action,
        or
        possibly more severe sanctions from the applicable regulatory authorities.
        Our
        business plan includes addressing necessary repairs, maintenance and sanitation
        actions to operate and maintain the clubs to a level of high member
        satisfaction. There can be no assurances that we will be able to operate
        the
        clubs in this manner.
  *Brands
        and Reputation* .
        The
“Health Partners” and “Capital Partners” brands are not well known, and
        developing adequate brand awareness may not be possible or may be too costly
        to
        achieve. Many of our competitors have much more widespread brand awareness
        and
        much more financial ability to promote their brands. In addition, the brands
        and
        reputations of Health Partnership and Capital Partners are closely associated
        with the business and personal reputations of Messrs. Lee Wiskowski,
        Douglas J. Stukel, Gerard M. Jacobs and Randall Rohm. Any damage to
        the business or personal reputation of one or more of these individuals could
        have a material adverse effect on our business, results of operations, financial
        condition and the trading price of the Company’s common stock.
  *Governmental
        Regulation* .
        All
        areas of the operations of health clubs are subject to regulation on the
        federal, state and local levels. A significant aspect of the success of a
        health
        club is its ability to advertise and bring in new members to grow revenues
        as
        well as to replace terminating members. Health club advertisements and
        membership plans have drawn significant scrutiny from the Federal Trade
        Commission as well as its counterparts on the state and local levels, especially
        associated with the truthfulness of the advertising programs and terms of
        their
        membership contracts. State statutes have been enacted and/or proposed to
        regulate the health club industry, including related to:
  8
 ·
              Giving
                  the member the right to a period of typically three to ten days
                  following
                  the signing of a contract, during which period of time the individual
                  can
                  cancel a membership contract;
  ·
              Establishment
                  of limits on the time period and dollar amounts of contracts issued
                  to
                  members;
  ·
              Requiring
                  the posting of bonds and/or escrowing of monies collected in connection
                  with pre-opening membership drives, as well as limiting the time
                  period in
                  which such drives may be effected;
                  and
  ·
              Regulation
                  of so-called deceptive trade practices, where the terms of the
                  membership
                  are deemed to be misleading, or where the offering of negotiated
                  or
                  differing membership terms to individuals may be deemed to be
                  discriminatory.
  The
        existing and future legislation governing the industry will require continued
        awareness by us and could impact the way business is done in the future.
        These
        costs may result in reduced margins, as there may be no way of passing on
        the
        benefit of this compliance to the consumer.
  To
        date,
        Capital Partners has not been subject to any significant adverse governmental
        enforcement proceedings; however, as noted in “Troubleshooters” above, there
        have been a certain number of complaints and there may be a current
        investigation by the North Carolina Attorney General’s Office as to the
        operation and business practice of Capital Partners.
  *Dependence
        on Key Employees* .
        Our
        success depends to a significant degree upon the continuing contributions
        of its
        key management, Lee Wiskowski, Douglas J. Stukel and Gerard M. Jacobs,
        who will oversee our acquisition and finance strategies as well as of the
        key
        employees from Capital Partners, which initially shall include Randall Rohm.
        We
        do not maintain key man insurance with respect to any of these individuals.
        The
        loss of any of these individuals could have a material adverse effect upon
        us
        and our operations. Capital Partners has entered into an employment agreement
        with Mr. Rohm and anticipates that it will enter into additional employment
        contracts with certain of the key operations employees of ours, but no other
        contracts currently exist. Messrs. Wiskowski, Stukel and Jacobs have substantial
        other business interests and will not be devoting their full time to our
        business. We do not have employment agreements with Messrs. Wiskowski, Stukel
        or
        Jacobs, and could be required to spend significant time, attention and money
        in
        finding replacements should any of them no longer be associated with us.
        There
        is no assurance we would be able to find similarly qualified replacements
        which
        could have a material adverse effect on our business, results of operations,
        financial condition and the trading price of our common stock.
  *Hiring
        and/or Retention of Key Personnel* .
        As of
        the present date, Capital Partners does not employ a qualified controller
        or
        chief financial officer. Although Mr. Wiskowski serves currently serves in
        that
        capacity for us, he is not a certified public accountant. We are conducting
        a
        search for a chief financial officer. It is imperative that we hire a certified
        public accountant as our chief financial officer, as well as hire a qualified
        individual to serve as the controller of Capital Partners. Should we fail
        to do
        so on a timely basis, we could have substantial difficulty in managing our
        business and meeting our various reporting requirements on a timely and cost
        efficient basis. There is no assurance that we will be able to promptly locate
        and hire suitable accounting personnel or succeed in hiring such personnel
        at
        compensation levels acceptable to us. Failure to locate such individuals
        on
        terms satisfactory to us and Capital Partners could have a material adverse
        effect on our business, results of operations, financial condition and the
        trading price of our common stock. In addition, we believe that Capital Partners
        must migrate its internal financial accounting onto a robust general accounting
        system, and a failure to do so could have a material adverse effect on our
        business, results of operations, financial condition and the trading price
        of
        our common stock, and could potentially lead to deficiencies in regard to
        our
        internal financial controls and reporting.
  9
 Over
        the
        past several months, Mr. Edward T. Sampson, the chief executive officer of
        the
        Beyond Fitness Companies, has been spending a substantial part of his time
        for
        no compensation in assisting us in operating Capital Partners, as well as
        working with potential acquisition candidates, with responsibilities comparable
        to those of a senior executive officer. He is presently not an officer,
        director, shareholder or employee of ours. Although he has executed a letter
        of
        intent for the sale of his companies to us and to lead our health club
        operations, the consummation of that transaction is contingent on us entering
        into and closing a definitive purchase contract for those companies and a
        corresponding employment agreement for his services. There can be no assurances
        that the foregoing can be accomplished, in large part because any such
        acquisition would be contingent upon us obtaining substantial additional
        funds
        to finance the same. Should Mr. Sampson cease to provide the above level
        of
        services to us, we would need to locate a suitable replacement for him and
        there
        are no assurances that one could be found.
  *Insider
        Control* .
        Certain
        individuals and entities controlled by them own a substantial majority of
        our
        common stock. Accordingly, they have substantial influence over our policies
        and
        management. We may take actions supported by them that may not be viewed
        by some
        stockholders to be in our best interest.
  *Geographic
        Expansion* .
        Capital
        Partners currently operates in the Raleigh-Durham market and has been the
        dominant health club company in that market due to its rapid expansion and
        the
        relatively low cost of its club memberships, which may make the market less
        attractive to new entrants. To the extent that expansion into new geographic
        markets is effected by internal growth as opposed to acquisition, we may
        experience greater difficulty than in our current market due to the entrenchment
        of existing competition, which may compete vigorously to avoid the loss of
        customers. In addition, profitability of operations is often tied in large
        part
        to the ability to operate multiple facilities in a market, which enable the
        operator to amortize advertising expenditures over a larger base, benefit
        from
        name recognition in the community, ability to retain a customer who moves
        from
        one sector of the area to another and the ability to attract and retain high
        quality employees who can oversee multiple location facilities.
  The
        success of Capital Partners in the Raleigh-Durham market may be due in large
        part to the familiarity of its management with both the customs of the local
        market and the geographic nuances of the market. As it seeks to expand into
        other markets, there will be less familiarity with the drivers to success
        in
        those markets. In addition, site selection will be critical, and there can
        be no
        assurances that access to geographical and demand generation information
        will be
        sufficient to ensure success in those markets.
  10
 *Membership
        Retention and Need for New Members* .
        Our
        success will be tied in large part to its ability to continue to attract
        and
        retain new members. There can be no assurances that we will be successful
        in
        this regard or that the market will continue to generate new prospective
        members
        in sufficient numbers. See “Competition” above. We believe that the health club
        industry experiences significant turn over in memberships due to a variety
        of
        reasons, including members switching to clubs with other amenities, the decision
        to simply not renew the membership, moving to new locales and financial
        inability to continue as members. Consequently, we believe we must attract
        and
        retain a large number of paying members on an ongoing basis. To do so, we
        must
        continue to invest significant resources in order to enhance its existing
        facilities, equipment and services, and to introduce new high-quality
        facilities, equipment and services. Further, if we are unable to predict
        member
        preferences or industry changes, or if we are unable to modify our facilities,
        equipment and services on a timely basis, we may lose existing members and
        may
        fail to attract new members. There is no assurance that we will have the
        personnel, financial or other resources required to enhance existing and
        introduce new facilities, equipment and services. Failure to enhance or develop
        facilities, equipment and services or to respond to the needs of members
        in an
        effective or timely manner could have a material adverse effect on our business,
        results of operations, financial condition and the trading price of our common
        stock. We cannot provide any assurances that we will be able to add more
        members
        than it loses each month. Failure to increase our membership on a cost-effective
        basis could have a material adverse effect on our business, results of
        operations, financial condition and the trading price of our common
        stock.
  *Trademark
        Protection* .
        Capital
        Partners has been operating under the “Beyond Fitness” service mark since its
        inception. To date, no Federal Registration application has been submitted
        for
        the service mark and Capital Partners has been relying upon its common law
        rights with respect to the mark. We expect to submit a federal registration
        application following the payment in full for the Capital Partners acquisition,
        absent a decision to operate under a different mark. There can be no assurances
        that the US Patent and Trademark Office will grant a federal registration
        for
        the service mark or that if granted, it will be enforceable at all, or with
        respect to all current or future anticipated uses by us. In a preliminary
        search
        of registered marks, the mark “Beyond Fitness” was granted to one registrant in
        2003 for the provision of wellness services (showing first use in 1997),
        which
        although not directly related to health club and personal training services,
        is
        in the general health care field. While we believe that Capital Partners
        has
        enforceable rights in the Beyond Fitness mark, there can be no assurances
        that
        the mark will be registered or given sufficiently broad protection. Even
        if the
        Beyond Fitness mark is fully registered, we will be required to enforce the
        mark
        against potential infringers, and would have to bear costs in connection
        with
        any such proceedings. There is always a risk that in connection with an
        enforcement proceeding, the court could declare the prior grant of the mark
        to
        be invalid or unenforceable.
  11
 *Leases* .
        Certain
        of the leases for the Capital Partners facilities typically have change in
        control provisions, which were triggered upon the Merger or which were triggered
        in connection with a prior change of control in 2003. Not all of the required
        landlord consents were obtained upon the closing of the Merger. The requisite
        landlord consents were obtained for all of Capital Partners’ leases except the
        two month-to-month leases where management anticipates moving to a new location
        and/or consolidating the members in one of its other nearby clubs, and the
        health club located in Fuquay Varina, North Carolina. The landlord of the
        Fuquay
        Varina facility has delivered notice of termination of its lease, but at
        the
        same time has expressed a willingness to either reinstate or enter into a
        new
        lease for the facility, contingent upon delivery of an increased security
        deposit ($100,000
        has been delivered, subject to the obligation to increase the security deposit
        by an additional $100,000 within approximately six months, with a collateral
        pledge of 1.0 million shares of our stock from the Roberti Jacobs Trust pending
        the cash delivery) and receipt of additional personal guarantees for the
        facility (which have been orally agreed to but not yet delivered). In the
        event
        the current oral understanding is not documented or fulfilled and the lease
        cannot be reinstated or replaced by a new lease, we could lose the benefits
        of
        this facility. In addition, there can be no assurances that moving Capital
        Partners’ members who currently support clubs on month-to-month leases into new
        or existing clubs can be effected on a timely and cost effective basis or
        that
        the members will accept any such new facility. To the extent a consent is
        not
        obtained, Capital Partners may be required to vacate the premises and open
        a new
        club in a new location and may have potential exposure with respect to the
        lease. Prior to our acquisition of Capital Partners, its management advised
        us
        that the opening of a new facility is often quite easy and can be done quickly,
        however there can be no assurances that this will be the case or that there
        will
        not be significant member loss in connection with a new club location. In
        addition, there would be a need to invest in additional leasehold improvements
        in the event of such a move, and there can be no assurances that we would
        have
        the capital necessary to effect the same.
  *Ability
        to Access Sufficient Capital for Future Acquisitions and
        Developments* .
        Our
        continued growth through our strategy to acquire additional health club
        facilities will be contingent upon our having access to sufficient capital
        from
        a variety of sources, including equity raises, debt financing, internally
        generated earnings and the ability to use our stock as currency—which in turn is
        contingent in large part upon our ability to maintain a liquid market for
        our
        shares at acceptable price levels. There can be no assurances that we will
        be
        able to borrow sufficient capital to meet our needs, or if so, that such
        loan
        and/or new equity will be provided on terms satisfactory to us or to investors.
  In
        the
        event that we are able to borrow monies to fund acquisitions and/or operations,
        it will be subject to leverage. Typically, leverage results in less dilution
        than in connection with equity financings. However, it also increases our
        risk
        profile in that cash is required to service the debt, ongoing covenants are
        typically employed which can restrict the way in which we are operated and,
        if
        the financing comes due either upon maturity or an event of default, we may
        lack
        the resources at that time to either pay off or refinance the debt, or if
        we are
        able to refinance, it may be on terms that are less favorable than those
        originally in place, and may require additional equity or quasi equity
        accommodations.
  Development
        of new club facilities requires significant additional capital. This includes
        monies necessary to fund leasehold improvements and purchase of equipment
        (to
        the extent equipment financing is not available). In addition, if we begin
        to
        develop larger facilities, it may be more beneficial to own the facilities
        due
        to the significant capital expenditures that would not be recouped in the
        event
        of lease termination. There can be no assurances that we will have sufficient
        capital available to fund the cash down payment and/or the necessary credit
        to
        fund mortgage financing for owned facilities.
  *Accounting
        Projections* .
        Any
        accounting projections used by us as to future events are based upon assumptions
        made by us regarding the future. There is no assurance that actual events
        will
        correspond with these assumptions. Actual results for any period may or may
        not
        approximate such statements. In the event that we experience delays in raising
        capital, our business plan may be adversely affected.
  12
 *Significant
        Fluctuations in Quarterly Operating Results* .
        We may
        experience significant fluctuations in future quarterly operating results
        from a
        number of factors, including: (i) the timing and nature of expansion efforts
        in
        both new and existing markets; (ii) the introduction of new products or services
        and the market response to those introductions; (iii) the timing and nature
        of
        sales transactions and accounting treatment with respect to customer contracts;
        (iv) seasonal trends; (v) changes in pricing policies or service offerings;
        (vi)
        changes in the level of marketing and other operating expenses to support
        future
        growth; (vii) competitive factors; and (viii) general economic conditions.
        Consequently, quarterly revenue and operating results may fluctuate
        significantly, and we believe that period-to-period comparisons of results
        will
        not necessarily be meaningful and should not be relied upon as an indication
        of
        future performance. Furthermore, due to the foregoing factors, among others,
        it
        is likely that our future quarterly operating results from time to time may
        not
        meet the expectations of research analysts or investors, which may have an
        adverse effect on the price of our common stock.
  *Management
        of Growth* .
        Our
        anticipated growth through acquisitions and organic expansion is expected
        to
        place a significant strain on our managerial, operational, technical and
        financial resources. We expect operating expenses and staffing levels to
        increase substantially in the future as we expand. To manage our growth,
        we must
        expand our operational and technical capabilities, increase, train and manage
        our employee base and manage multiple relationships with customers, suppliers
        and other third parties. There can be no assurance that we will be able to
        manage our expanding operations effectively. Any failure of us to implement
        effective management and operating systems, add resources on a cost-effective
        basis or effectively manage our expansion could have a material adverse effect
        on our business, results of operations, financial condition and the trading
        price of our common stock.
  *Need
        for Additional Capital* .
        We will
        need to procure additional financing over time, the amount and timing of
        which
        will depend on a number of factors including the pace of expansion of our
        markets and customer base, services offered and development efforts and the
        cash
        flow generated by its operations. We cannot predict the extent to which we
        will
        require additional financing. There can be no assurance regarding the
        availability or terms of additional financing we may be able to procure over
        time. Any future debt financing or issuance of preferred equity by us could
        be
        senior to the rights of shareholders, and any future issuance of equity could
        result in the dilution of the then existing owners’ proportionate equity
        interests in us.
  *Actions
        Not Requiring Your Approval* .
        The
        terms and conditions of any acquisition could require us to take actions
        that
        would not require shareholder approval. In order to acquire certain companies
        or
        assets, we may issue additional shares of common or preferred stock, borrow
        money or issue debt instruments including debt convertible into capital stock.
        Not all of these actions would require your approval even if these actions
        dilute stockholders’ economic or voting interests.
  *Acquisitions* .
        We may
        not be able to identify, negotiate, finance or close acquisitions. A significant
        component of our growth strategy focuses on acquiring additional companies
        or
        assets. We may not, however, be able to identify or acquire companies or
        assets
        on acceptable terms if at all. Additionally, we may need to finance all or
        a
        portion of the purchase price for an acquisition by incurring indebtedness.
        There can be no assurance that we will able to obtain financing on terms
        that
        are favorable, if at all, which will limit our ability to acquire additional
        companies or assets in the future. Failure to acquire additional companies
        or
        assets on acceptable terms, if at all, would have a material adverse effect
        on
        our ability to increase assets, revenues and net income and on the trading
        price
        of our common stock.
  13
 *Integration
        of Acquired Businesses* .
        We may
        be unable to successfully integrate acquired businesses. Even if we are able
        to
        acquire additional companies or assets, we may not be able to successfully
        integrate these companies or assets. For example, we may need to integrate
        widely dispersed operations with different corporate cultures, operating
        margins, competitive environments, computer systems, compensation schemes,
        business plans and growth potential requiring significant management time
        and
        attention. Failure to successfully integrate acquired businesses could have
        a
        material adverse effect on our business, results of operations and financial
        condition and the trading price of our common stock.
  *Earnouts* .
        We have
        agreed to pay earnouts in regard to our acquisition of Capital Partners.
        We will
        likely also agree to contingent payout arrangements in connection with future
        acquisitions. There is no assurance that we will have cash available to pay
        these earnouts if they are earned. Thus, we may have to borrow additional
        monies
        or sell additional equity to raise the needed funds, which may have a material
        adverse effect on our results of operations, financial condition, business
        prospects and the trading price of our common stock.
  Investment
        Risks
  *National
        Securities Listing* .
        Listing
        on a national exchange such as the American Stock Exchange (“AMEX”), or NASDAQ
        Capital Market or NASDAQ National Market may be sought, but is not assured.
        There is no guarantee that if such listing is pursued, we will meet the listing
        requirements or that such efforts to list our common stock on any national
        or
        regional exchange will be successful, or if successful, will be maintained,
        including but not limited to requirements associated with maintenance of
        a
        minimum net worth, minimum stock price and ability to establish a sufficient
        number of market makers.
  *We
        Do
        Not Expect to Pay Dividends* .
        For the
        foreseeable future, it is anticipated that earnings, if any, which may be
        generated from our operations will be used to finance our growth and that
        dividends may not be paid to holders of our shares of common stock.
  *Our
        Articles of Incorporation, Bylaws and State Law May Contain Provisions that
        Preserve Current Management* .
        Provisions of state law, our articles of incorporation and by-laws may
        discourage, delay or prevent a change in the Company’s management team that
        stockholders may consider favorable. These provisions will be likely to
        include:
  ·
              authorizing
                  the issuance of “blank check” preferred stock without any need for action
                  by stockholders;
  ·
              permitting
                  stockholder action by written consent;
                  and
  ·
              establishing
                  advance notice requirements for nominations for election to the
                  board of
                  directors or for proposing matters that can be acted on by stockholders
                  at
                  stockholder meetings.
  14
 These
        provisions, if included in our articles of incorporation or by-laws, could
        allow
        our board of directors to affect the investor’s rights as a stockholder since
        the board of directors can make it more difficult for preferred stockholders
        or
        common stockholders to replace members of the board. Because the board of
        directors is responsible for appointing the members of the management team,
        these provisions could, in turn, affect any attempt to replace the current
        or
        future management team.
  *There
        are Additional Costs of Being a Public Company and those Costs may be
        Significant* .
        We are
        subject to the information and reporting requirements of the U.S. securities
        laws. The U.S. securities laws require, among other things, review, audit
        and
        public reporting of our financial results, business activities and other
        matters. The public company costs of preparing and filing registration
        statements, as well as annual and quarterly reports, proxy statements and
        other
        information with the SEC and furnishing audited reports to stockholders will
        cause expenses to be higher than if it were privately-held. These increased
        costs may be material and may include the hiring of additional employees
        and/or
        the retention of additional consultants and professionals. Failure by us
        to
        comply with the federal or state securities laws could result in private
        or
        governmental legal action against us and/or our officers and directors, which
        could have a detrimental effect on our business and finances, the value of
        our
        stock and the ability of stockholders to resell their stock.
  *Our
        Common Stock may be Considered “Penny Stock” and may be Difficult to
        Trade* .
        The SEC
        has adopted regulations which generally define “penny stock” to be an equity
        security that has a market or exercise price of less than $5.00 per share,
        subject to specific exemptions. The market price of our common stock may
        be less
        than $5.00 per share and, therefore, may be designated as a “penny stock”
according to SEC rules. This designation requires any broker or dealer selling
        these securities to disclose certain information concerning the transaction,
        obtain a written agreement from the purchaser and determine that the purchaser
        is reasonably suitable to purchase the securities. These rules may restrict
        the
        ability of brokers or dealers to sell our common stock and may affect the
        ability of investors to sell their shares.
  *Certain
        of our Shares are Eligible for Sale, and their Sale Could Depress the Market
        Price of our Stock* .
        Much of
        our common stock is subject to resale under Rule 144, subject to certain
        volume
        limitations. Shares which are not registered may be offered from time to
        time in
        the open market pursuant to Rule 144, and these sales may have a depressive
        effect on the market for our common stock. In general, a person who has held
        restricted shares for a period of one year may, upon filing with the SEC
        a
        notification on Form 144, sell into the market shares of our common stock
        in an
        amount equal to the greater of 1% of the outstanding shares or the average
        weekly number of shares sold in the last four weeks prior to such sale. Such
        sales may be repeated once each three months, and any amount of the restricted
        shares may be sold by a non-affiliate after they have been held two
        years.
  *Indemnification
        of Officers and Directors* .
        We
        intend to indemnify our officers and directors to the fullest extent permissible
        under the law. Under most circumstances, our officers and directors may not
        be
        held liable to us or our equity owners for errors in judgment or other acts
        or
        omissions in the conduct of our business unless such errors in judgment,
        acts or
        omissions constitute fraud, gross negligence or malfeasance.
  15
 **Item
        3.  Legal Proceedings**
  We
        are
        not subject to any legal proceedings.
  However,
        our subsidiary, Capital Partners, is subject to a lawsuit regarding a prior
        financing arrangement. In November 2004, Capital Partners financed certain
        of
        its billing equipment and software from Duvera Billing Services, a billing
        company based upon $350,000 of cumulative borrowings (plus interest), being
        paid
        out through level amortization over an approximately sixteen-month period
        for
        the first $250,000 and a two-year period for the remaining $100,000.
        Approximately $25,000 remains on this obligation. In addition, Duvera entered
        into a factoring arrangement with Capital Partners where, over time,
        approximately $448,000 of funds were provided in exchange for sale of two-year
        membership contracts at an approximately 32% discount to the aggregate funds
        to
        be paid out over their terms. The agreement contemplates that, should a contract
        be terminated or fall into default, Capital Partners is responsible for
        replacing the contract with a substitute performing contract for like payments,
        or is liable for the deficiency with respect to the future payout from the
        terminated or defaulted contracts. On January 30, 2006, approximately $389,000
        in principal amount of this purchase obligation remained. Duvera instituted
        suit
        to collect all indebtedness owed to it in February 2006, and subsequent to
        such
        filing Capital Partners forwarded replacement contracts to put the arrangement
        back in balance; the suit has not yet been withdrawn. We believe, but cannot
        guarantee, that the suit may be withdrawn once the original $25,000 loan
        obligation is either timely satisfied or other appropriate arrangements for
        payment can be made.
  None
        of
        our officers, directors or holders of 5% or more of our securities or any
        of
        their respective affiliates is a party to any matter adverse to us.
  **Item
        4.  Submission of Matters to a Vote of Security
        Holders**
  No
        matters were submitted to a vote of security holders in the fourth quarter
        of
        2005.
  **PART
        II**
  **Item
            5.** **Market
            for Mind2Market, Inc.’s Common Equity and Related Stockholder Matters**
  As
        of
        April 14, 2006, there were approximately 185 registered holders of shares
        of our
        outstanding common stock. Our common stock was traded on the “Over-the-Counter”
Bulletin Board (the “OTCBB”) market under the symbol MTMI from June 2001 through
        April 2002, but also traded in the Pink Sheets for most of 2004 under the
        symbol
        MTMI. It began trading on OTCBB again in the fall of 2004, and changed its
        trading symbol to MTMK.OB in April 2005. Commencing in the second quarter
        of
        2005, our stock began trading under the symbol HHPN.OB. No dividends have
        been
        paid to shareholders to date and no assurance can be made that any dividends
        will ever be paid to shareholders.
  16
 Prices
        shown are closing prices without adjustments, interdealer markups, commissions
        or discounts.
 2004
              High
              Low1stQuarter
              1.00
              1.002ndQuarter
              1.00
              0.153rdQuarter
              0.25
              0.054thQuarter
              0.50
              0.052005
              High
              Low1stQuarter
              2.50
              0.202ndQuarter
              0.75
              0.753rdQuarter
              0.75
              0.104thQuarter
              5.00
              0.10
  
  There
        currently is a limited public market for our common stock on the OTCBB and
        no
        assurance can be given that a market will develop or that a shareholder ever
        will be able to liquidate his investment without considerable delay, if at
        all.
        If a market should develop, the price may be highly volatile. Unless and
        until
        our common shares are listed on a national securities exchange, it is likely
        that the common shares will be defined as “penny stocks” under the Exchange Act
        and SEC rules thereunder. The Exchange Act and penny stock rules generally
        impose additional sales practice and disclosure requirements upon broker-dealers
        who sell penny stocks to persons other than certain “accredited investors”
(generally, institutions with assets in excess of $5,000,000 or individuals
        with
        net worth in excess of $1,000,000 or annual income exceeding $200,000, or
        $300,000 jointly with spouse) or in transactions not recommended by the
        broker-dealer.
  For
        transactions covered by the penny stock rules, the broker-dealer must make
        a
        suitability determination for each purchaser and receive the purchaser’s written
        agreement prior to the sale. In addition, the broker-dealer must make certain
        mandated disclosures in penny stock transactions, including the actual sale
        or
        purchase price and actual bid and offer quotations, the compensation to be
        received by the broker-dealer and certain associated persons, and deliver
        certain disclosures required by the SEC. So long as our common shares are
        considered “penny stocks,” many brokers will be reluctant or will refuse to
        effect transactions in our shares, and many lending institutions will not
        permit
        the use of penny stocks as collateral for any loans.
  Effective
        August 11, 1993, the SEC adopted Rule 15g-9, which established the
        definition of a “penny stock,” for purposes relevant to us, as any equity
        security that has a market price of less than $5.00 per share or with an
        exercise price of less than $5.00 per share, subject to certain exceptions.
        For
        any transaction involving a penny stock, unless exempt, the rules require:
        (a)
        that a broker or dealer approve a person’s account for transactions in penny
        stocks; and (b) that the broker or dealer receive from the investor a written
        agreement to transaction, setting forth the identity and quantity of the
        penny
        stock to be purchased. In order to approve a person’s account for transactions
        in penny stocks, the broker or dealer must: (i) obtain financial information
        and
        investment experience and objectives of the person; and (ii) make a reasonable
        determination that the transactions in penny stocks are suitable for that
        person
        and that person has sufficient knowledge and experience in financial matters
        to
        be capable of evaluating the risks of transactions in penny stocks. The broker
        or dealer must also deliver, prior to any transaction in a penny stock, a
        disclosure schedule prepared by the SEC relating to the penny stock market,
        which, in highlight form: (1) sets forth the basis on which the broker or
        dealer
        made the suitability determination; and (2) states that the broker or dealer
        received a signed, written agreement from the investor prior to the transaction.
        Disclosure also has to be made about the risks of investing in penny stock
        in
        both public offerings and in secondary trading, and about commissions payable
        to
        both the broker-dealer and the registered representative, current quotations
        for
        the securities and the rights and remedies available to an investor in cases
        of
        fraud in penny stock transactions. Finally, monthly statements have to be
        sent
        disclosing recent price information for the penny stock held in the account
        and
        information on the limited market in penny stocks.
  17
 We
        have
        never paid dividends on our common stock.
  We
        have
        no securities authorized for issuance under any equity compensation plan
        as of
        December 31, 2005.
  **Item
            6.** **Management’s
            Discussion and Analysis of Financial Condition and Results of
            Operations**
  *Management’s
        Discussion and Analysis of Financial Condition and Changes in Financial
        Condition and Results of Operations* .
        We had
        no primary income source or operations for the calendar years ended
        December 31, 2005 or 2004. For a discussion of the financial condition and
        changes in financial condition and results of operations of Capital Partners,
        refer to our Form 8-K and Form 8-KA which has been separately filed with
        the
        Securities and Exchange Commission.
  *Results
        of operations for the Year Ended December 31, 2005 and Compared to Prior
        Year
        2004.* We had
        no revenues in 2005 or 2004. We incurred expenses in 2005 due to merger
        discussions and legal fees for acquiring additional financing. We accrued
        or
        incurred expenses of $344,305 in 2005, compared to $10,007 incurred in 2005.
  The
        primary expenses in 2005 were accounting, administrative and consulting of
        $232,792, and legal fees of 75,505. We accrued $36,000 interest expense for
        the
        new loans compared to $10,077 administrative expenses in 2004.
  A
        note
        for subsequent events was added to include the merger of Capital Partners
        with a
        wholly-owned subsidiary of ours, effective February 13, 2006. Proforma
        financials have been included. Our financial statements have been audited
        as of
        December 31, 2005, however, the financial statements for Capital Partners
        have
        not been audited and are in process. The pro forma financials incorporate
        the
        unaudited financial statements of Capital Partners.
  *Results
        of Operations for the Year Ended December 31, 2004 as Compared to Prior
        Year 2003* .
        We had
        no revenues in year 2004 or 2003. We incurred limited expenses in 2004 since
        operations were minimal. We accrued or expended $10,077 in total expenses
        in
        2004, compared to 2003 expenses of $143,946.
  18
 The
        primary expenses in 2004 were accounting and administrative of $10,077, as
        compared to the expenses 2003 of $143,946, which were primarily interest
        on
        loans. The operating loss for 2004 was ($10,077) compared to ($143,946) in
        2003.
        The operating loss per share was nominal in 2004 and ($.01) in
        2003.
  We
        reached settlements with various debt holders in 2004 such that a total of
        $2,647,627 in debt was released and settled for $95,000, of which $88,000
        was
        advanced by a shareholder, and the issuance of 2,000,000 shares of our common
        stock. This is treated as an extraordinary event, not as operating
        income.
  *Going
        Concern Qualification* .
        Our
        auditors included in their report a “Going Concern Qualification,” indicating
        that we do not appear to have sufficient resources and cash flows to overcome
        our debts and have any continuing business.
  **Item
        7.  Financial Statements and Supplementary Data**
  The
        response to this item is included as a separate exhibit to this report and
        are
        incorporated herein by reference.
  **Item
            8.** **Changes
            in and Disagreements with Accountants on Accounting and Financial
            Disclosure**
  None.
  **Item
            8a.** **Controls
            and Procedures**
  Our
        management has evaluated the effectiveness of our disclosure controls and
        procedures as of December 31, 2005 and has concluded that the disclosure
        controls and procedures are adequate and effective based upon their evaluation
        as of such date.
  There
        were no changes in internal controls or in other factors that could affect
        internal controls subsequent to December 31, 2005, the most recent
        evaluation of such, including any corrective actions with regard to deficiencies
        and material weaknesses.
  **PART
        III**
  **Item
            9.** **Directors,
            Executive Officers, Promoters and Control Persons; Compliance with Section
            16(a)
            of the Exchange Act**
  The
        following individuals are the Company’s directors and executive officers as of
        date of filing of this report:
  Name
              Age
              Positions
                  Held with CompanyGerard
                  M. Jacobs
              50
              Chairman
                  of the Board/Chief Executive OfficerDouglas
                  J. Stukel
              36
              Director/PresidentLee
                  Wiskowski
              39
              Director/Treasurer/SecretaryRandall
                  Rohm
              31
              Chief
                  Operating Officer of Capital
                  Partners
   19
 Background
        information about each director and executive officer is as
        follows:
  *Gerard M.
        Jacobs, CEO and Chairman of Board of Directors, Age 50* .
        Mr.
        Jacobs was appointed as the chairman of our board of directors and as its
        chief
        executive officer on February 13, 2006. Since December 2001, Mr. Jacobs has
        served as the chief executive officer, secretary and treasurer of Think
        Partnership Inc. (f/k/a CGI Holding Corporation), an AMEX listed provider
        of
        internet services including internet advertising, online dating and online
        educational services. Mr. Jacobs also served as president of Think Partnership
        from December 2001 to December 2005. From March 1999 until December 2001,
        Mr.
        Jacobs was an officer and director of several privately held companies. From
        1995 until March 1999, Mr. Jacobs served as the chief executive officer of
        Metal
        Management, Inc., Chicago, Illinois, a NASDAQ listed metal processor and
        dealer.
        Mr. Jacobs is a graduate of Harvard University, where he was elected to Phi
        Beta
        Kappa, and of The University of Chicago Law School, which he attended as
        a
        Weymouth Kirkland Law Scholar. Mr. Jacobs was elected twice to the Board
        of
        Education of District 200, Oak Park and River Forest High School, Oak Park,
        Illinois.
  *Douglas J.
        Stukel, President and Director, Age 36* .
        On
        November 15, 2005, Mr. Stukel was appointed to serve as our President and
        as a member of our board of directors. Mr. Stukel also serves as a director
        of
        Capital Growth Systems, Inc. (“CGS”) and as the co-chief executive officer of
        CGS. Mr. Stukel, together with Mr. Wiskowski, led the investor group which
        purchased the majority stake in CGS, and subsequently raised substantial
        capital
        to fund working capital requirements in connection with CGS’ acquisitions of
        Nexvu Technologies, LLC and Frontrunner Network Systems, Inc. In addition,
        Mr.
        Stukel is a co-founder of Premier Holdings of Illinois, LLC, a distributor
        of
        medical supplies based in Joliet, Illinois. Mr. Stukel served as the president
        of Cendant Home Funding, a residential mortgage company based in Joliet,
        Illinois, from 1997 until 2001. Mr. Stukel is also a co-founder of Momentum
        Capital, LLC, a privately held firm providing financial advisory services
        in
        connection with mergers and acquisitions and analysis as to strategic
        alternatives. As a co-founder of Momentum Capital, LLC, Mr. Stukel’s
        responsibilities are related to the location of potential clients, the
        negotiation of agreements with those clients and the provision of advisory
        services related to the clients. Mr. Stukel also serves as an officer and
        director of Mountains West Exploration, Inc., a publicly reporting shell
        corporation which has announced a nonbinding letter of intent to acquire
        certain
        assets in the internet dating business.
  *Lee
        Wiskowski, Secretary, Treasurer and Director, Age 39* .
        Mr.
        Wiskowski was appointed to serve as our Secretary and Treasurer and as a
        member
        of our board of directors. Mr. Wiskowski also serves as a director of Capital
        Growth Systems, Inc. (“CGS”) and as a co-chief executive officer of CGS. In
        1994, Mr. Wiskowski was the co-founder of Madison Securities and early in
        1999
        was a co-founder of Advanced Equities, Inc., both NASD licensed broker-dealers
        focusing on emerging growth companies. During his tenure with these two
        companies, Mr. Wiskowski had significant responsibility in the companies’
raising of capital for private and public placements, primarily of high
        technology companies. Mr. Wiskowski sold his interest to the other principals
        of
        Advanced Equities approximately five years ago. Since December, 2002, Mr.
        Wiskowksi has been engaged in the business of providing financial and advisory
        services to emerging growth companies through Grander, LLC and Momentum Capital,
        LLC, both privately held advisory and consulting firms. As the sole owner
        of
        Grander, LLC and co-founder of Momentum Capital, LLC, Mr. Wiskowski’s
        responsibilities are related to the location of potential clients, the
        negotiation of agreements with those clients and the provision of advisory
        services related to the clients. Mr. Wiskowski also serves as an officer
        and
        director of Mountains West Exploration, Inc., a publicly reporting shell
        corporation which has announced a nonbinding letter of intent to acquire
        certain
        assets in the internet dating business.
  20
 *Randall
        Rohm* .
        On
        February 13, 2006, Mr. Rohm became the chief operating officer of Capital
        Partners. Prior to that, Mr. Rohm served as the chief executive officer of
        Capital Partners since his purchase of majority control of the chain in 2003.
        Since that time, he has opened two new clubs. He is a former high school
        and
        college athlete and has pursued physical fitness and entrepeneurialism his
        entire adult life. Mr. Rohm was certified as a physical fitness trainer in
        1997
        and left school to pursue a career in health club management. In addition,
        he
        started and successfully operated a limousine business from
        1998-2004.
  Audit
        Committee
  We
        are
        not a “listed company” under SEC rules and are, therefore, not required to have
        an audit committee comprised of independent directors. Our entire board serves
        as our audit committee. No member of our board is considered “independent”
pursuant to Section 10A(m)(3) of the Securities Act of 1934, as amended.
        The
        board has determined that its members are able to read and understand
        fundamental financial statements and have substantial business experience
        that
        results in their financial sophistication. Accordingly, the board believes
        that
        its members have the sufficient knowledge and experience necessary to fulfill
        the duties and obligations of members of the audit committee.
  Committees
        and Procedures
  We
        have
        no standing audit, nominating and compensation committees of the board of
        directors, or committees performing similar functions. The board acts itself
        in
        lieu of committees due to its small size. The view of our board of directors
        is
        that it is appropriate for us not to have such a committee at this time,
        because
        all directors participate in the consideration of director nominees and the
        board is so small.
  The
        full
        board acts as “nominating committee,” and as such is not independent, pursuant
        to the definition of independence of a national securities exchange registered
        pursuant to section 6(a) of the Securities and Exchange Act of 1934 (15 U.S.C.
        78f(a)). The nominating committee has no policy regarding the consideration
        of
        any director candidates recommended by security holders, but the committee
        will
        consider director candidates recommended by security holders. The basis for
        the
        view of the board of directors that it is appropriate for the registrant
        not to
        have such a policy is that there is no need to adopt a policy for a small
        company. There are no specific, minimum qualifications that the nominating
        committee believes must be met by a nominee recommended by security holders
        except to find anyone willing to serve with clean background. There are no
        differences in the manner in which the nominating committee evaluates nominees
        for director based on whether the nominee is recommended by a security holder,
        or found by the board. The nominating committee’s process for identifying and
        evaluating nominees for director, including nominees recommended by security
        holders, is to find anyone willing to serve with clean background, and who
        in
        the opinion of the nominating committee would serve as an asset to us based
        on
        background, experience and character. There are no differences in the manner
        in
        which the nominating committee evaluates nominees for director based on whether
        the nominee is recommended by a security holder, or found by the
        board.
  21
 Other
        Information Regarding Our Directors and Executive Officers
  There
        are
        no family relationships among the current executive officers and directors.
        Also, none of our executive officers or directors is involved in a proceeding
        adverse to us. Additionally, none of such persons is or has been:
  ·
              involved
                  in a bankruptcy petition filed by or against any business of which
                  such
                  persons was a general partner or executive officer either at the
                  time of
                  bankruptcy or within two years prior to that
                  time;
  ·
              convicted
                  of a criminal proceeding or is being subject to a pending criminal
                  proceeding;
  ·
              subject
                  to any order, judgment or decree, not subsequently reversed, suspended
                  or
                  vacated, of any court of competent jurisdiction, permanently or
                  temporarily enjoining, barring, suspending or otherwise limited
                  his
                  involvement in any type of business, securities or banking activities;
                  or
  ·
              found
                  by a court of competent jurisdiction, the SEC or the Commodity
                  Future
                  Trading Commission to have violated a federal or state securities
                  or
                  commodities law and the judgment has not been reversed, suspended
                  or
                  vacated.
  Employment
        Agreements
  We
        do not
        have employment agreements with Messrs. Jacobs, Wiskowski or Stukel. We may
        enter into such agreements in the future. In connection with our acquisition
        of
        Capital Partners, we entered into a three-year employment agreement with
        Randall
        Rohm to employ him as the chief operating officer of Capital Partner at a
        base
        salary of $200,000, subject to increase in the sole discretion of Capital
        Partners. He is entitled to a guaranteed $50,000 bonus for each full year
        of
        employment where Capital Partners achieves an EBITDA which equals or exceeds
        that generated for 2005. He will report directly to the CEO of Capital Partners,
        who initially is Gerard M. Jacobs. It contains customary noncompete,
        nonsolicitation and confidentiality provisions and provides Capital Partners
        the
        right to discharge under certain circumstances “for cause.”
  Section
        16(a) Beneficial Ownership Reporting Compliance
  Section
        16(a) of the Exchange Act requires that our directors, executive officers
        and
        persons who own more than 10% of our outstanding common stock file initial
        reports of ownership and reports of changes in ownership in the common stock
        with the SEC. Officers, directors and stockholders who own more than 10%
        of the
        outstanding common stock of the Company are required by the SEC to furnish
        us
        with copies of all Section 16(a) reports they file. To our knowledge, based
        solely on the review of the copies of these reports furnished to us and written
        representations that no other reports were required during the year ended
        December 31, 2005, all officers, directors and 10% stockholders complied
        with all applicable Section 16(a) filing requirements.
  22
 Code
        of Ethics
  We
        have
        adopted a Code of Ethics for our employees, officers and directors. A copy
        of
        our Code of Ethics is filed with this Annual Report on Form 10-KSB.
  **Item
        10.  Executive Compensation**
  Officers’
        and Directors’ Compensation
  The
        following table sets forth the compensation of our executive officers and
        directors for services in all capacities to us and our subsidiaries during
        the
        two fiscal years ended December 31, 2005.
  Long-TermAwards
                  ofAnnual
                  Compensation
              
              Other
                  Annual
              
              OptionsName
                  and Principal Position
              
              Year
              
              Salary
              
              Bonus
              
              Compensation
              
              (#
                  Shares)Gerard
                  M. Jacobs (CEO/Director)
              
              2005
              
              
              0
              
              
              0
              
              
              0
              
              
              02004
              
              
              0
              
              
              0
              
              
              0
              
              
              0Lee
                  Wiskowski (Secretary/Treasurer/Director)
              
              2005
              
              
              0
              
              
              0
              
              
              0
              
              
              02004
              
              
              0
              
              
              0
              
              
              0
              
              
              0Douglas
                  J. Stukel (President/Director)
              
              2005
              
              
              0
              
              
              0
              
              
              0
              
              
              02004
              
              
              0
              
              
              0
              
              
              0
              
              
              0James
                  R. Clark (Former Chairman & CEO)(1)
              
              2005
              
              
              0
              
              
              0
              
              
              0
              
              
              02004
              
              
              20,000
              
              
              0
              
              
              0
              
              
              0Wesley
                  Whiting (Former Director)(1)
              
              2005
              
              
              0
              
              
              0
              
              
              0
              
              
              02004
              
              
              0
              
              
              0
              
              
              0
              
              
              0Redgie
                  Green (Former Director)(1)
              
              2005
              
              
              0
              
              
              0
              
              
              0
              
              
              02004
              
              
              0
              
              
              0
              
              
              0
              
              
              0All
                  Officers and Directors as a Group
              
              2005
              
              
              20,000
              
              
              0
              
              
              0
              
              
              02004
              
              
              0
              
              
              0
              
              
              0
              
              
              0__________________(1)
              
              Resigned
                  shortly prior to or shortly following the change-in-control in
                  favor of
                  M2M Acquisition, LLC in May 2005.
  
  Other
        than the remuneration discussed above, we have no retirement, pension, profit
        sharing, stock option or similar program for the benefit of our officers,
        directors or employees, nor do we have a long-term incentive compensation
        program.
  **Item
                  11.**
              **Security
                  Ownership of Certain Beneficial Owners and
                  Management**
  The
        following table sets forth beneficial ownership of our common stock as of
        December 31, 2005 by: (i) each director and executive officer of ours
        (including options, warrants or other rights exercisable within 60 days);
        (ii)
        all officers and executive officers, as a group; and (iii) all persons known
        by
        us to own more than 5% of our common stock. The table shows beneficial ownership
        of the shares. Except as otherwise indicated, each stockholder named in the
        table has sole voting and investment power with respect to the shares
        beneficially owned. On December 31, 2005, there were 15,985,305 shares of
        common stock outstanding.
  23
 Beneficial
                  Owners/Management
              
              Shares(5)
              
              PercentageGerard
                  M. Jacobs(1)
                Chairman
                  of the Board and Chief Executive Officer
                c/o
                  31 North Suffolk Lane
                Lake
                  Forest, IL 60045
              
              
              0
              (1)
              
              0
              %Lee
                  Wiskowski(2)(3)
                Director,
                  Treasurer and Secretary
                c/o
                  3111 North Seminary - Suite 1N
                Chicago,
                  IL 60657
              
              
              2,891,679
              
              
              18.09
              %Douglas
                  J. Stukel(2)(4)
                Director
                  and President
                c/o
                  24750 Manor Drive
                Shorewood,
                  IL 60431
              
              
              2,891,679
              
              
              18.09
              %Roberti
                  Jacobs Family Trust
                c/o
                  Joan B. Roberti, Trustee
                31
                  North Suffolk Lane
                Lake
                  Forest, IL 60045
              
              
              9,437,500
              
              
              59.03
              %All
                  Executive Officers and Directors as a Group
              
              
              5,722,929
              (6)
              
              35.80
              %
  __________________(1)
              Does
                  not include 9,437,500 shares owned by the Roberti Jacobs Family
                  Trust,
                  which is an irrevocable trust. The trustee of the trust is the
                  mother-in-law of Gerard M. Jacobs; he is our chairman and chief
                  executive officer. Mr. Jacobs is neither a trustee nor a beneficiary
                  of
                  the Roberti Jacobs Family Trust; however, his children are beneficiaries
                  of the trust. Mr. Jacobs has disclaimed any beneficial ownership
                  of any of
                  the securities owned by the Roberti Jacobs Family Trust. Mr. Jacobs
                  also
                  has been granted an irrevocable proxy to vote the shares of our
                  common
                  stock that are owned by each of Lee Wiskowski and Douglas Stukel,
                  and
                  their respective affiliates (which include Grander, LLC and DJS
                  Investments II, LLC, respectively), as well as by Randall Rohm,
                  Thomas
                  Flynn and their respective affiliates. These irrevocable proxies
                  allow Mr.
                  Jacobs the right to vote 9,158,930 shares of our common stock.(2)
              Includes
                  60,249 shares of common stock that may be acquired by option in
                  favor of
                  M2M Acquisition, LLC (of which Mr. Wiskowski is the manager and
                  affiliates
                  of Messrs. Wiskowski and Stukel are members).(3)
              2,831,250
                  shares of common stock are owned outright by Grander, LLC, a limited
                  liability company owned 100% and controlled by Lee
                  Wiskowski.(4)
              2,831,250
                  shares of common stock are owned outright by DJS Investments II,
                  LLC, a
                  limited liability company owned 100% and controlled by Douglas J.
                  Stukel.(5)
              Does
                  not include 3,279,953 shares of common stock issued on February 13,
                  2006 to Randall Rohm in connection with the merger of Capital Partners
                  with a subsidiary of ours.(6)
              Represents
                  the 2,831,250 shares of common stock owned outright by each of
                  Grander,
                  LLC and DJS Investments II, LLC and the option to purchase 60,429
                  shares
                  held by M2M Acquisition, LLC, of which Messrs. Wiskowski and Stukel
                  are
                  beneficial owners.
  We
        have
        no securities authorized for issuance under any equity compensation
        plan.
  24
 **Item
        12.  Certain Relationships and Related
        Transactions**
  Stock
        Purchase and Loan Agreement .
        On May
        20, 2005, we entered into a Stock Purchase and Loan Agreement with M2M
        Acquisition, LLC, an Illinois limited liability company. Pursuant to the
        terms
        of the Purchase Agreement, on May 20, 2005: (1) we issued 15,200,000 shares
        of
        our common stock to M2M Acquisition, representing approximately 95% of our
        outstanding shares of common stock; and (2) M2M Acquisition paid us $450,000
        in
        cash, of which $15,200 represents the purchase price of the shares and $434,800
        was a loan to us. The loan was evidenced by a promissory note that matured
        in a
        single installment on August 13, 2005 and bore interest at a rate equal to
        the
        lesser of the maximum legally permitted rate or the rate of 18% per annum,
        plus
        a charge of approximately $1,500, subject to a 21% per annum default rate
        of
        interest. The Purchase Agreement further required us to reimburse M2M
        Acquisition for its legal and other costs and fees associated with the
        transaction. We repaid the M2 Acquisition loan with the proceeds from the
        convertible debentures (see discussion below).
  M2M
        Acquisition funded the acquisition of the shares and the loan with proceeds
        of a
        loan from a private investor. This private investor loan was evidenced by
        a
        promissory note having a principal amount of $450,000 that matured in a single
        installment on August 13, 2005 and bore interest at a rate of 18% per annum.
        Following an event of default under the note, the note bears interest at
        a rate
        of 21% per annum. The private investor also required that M2M distribute
        100,000
        shares to the lender, which was done. The investor loan was repaid with the
        proceeds of repayment of the Loan from M2M Acquisition to us.
  Immediately
        following the acquisition of the shares, M2M Acquisition transferred 100,000
        shares to the lender as consideration for the M2M Loan and distributed the
        remainder of the shares (15,100,000 shares) to its members on a pro rata
        basis
        based upon each member’s ownership interest in M2M. (Grander, LLC, an Illinois
        limited liability company, DJS Investments II, LLC, an Illinois limited
        liability company, and the Roberti Jacobs Family Trust).
  Additionally,
        in connection with the purchase agreement, M2M Acquisition acquired from
        certain
        of our stockholders options entitling M2M Acquisition to purchase up to 340,996
        additional shares of our common stock held by such stockholders. The options
        were exercisable as follows: (1) 120,249 shares on or before August 10,
        2005 at a price of $5.00 per share; (2) 80,249 shares on or before
        November 8, 2005 at a price of $5.00 per share; (3) 80,249 shares on or
        before February 6, 2006 at a price of $7.00 per share; and (4) 60,249
        shares on or before May 12, 2006 at a price of $10.00 per share. All of the
        options have lapsed with the exception of the last option, which is outstanding
        as of the date of this Report
  Convertible
        Debentures .
        In
        October 2005 we issued a series of notes (convertible debentures) totaling
        $500,000 in principal amount, bearing simple interest at 7% per annum and
        maturing one year from issuance. The principal plus interest accrued under
        the
        convertible debentures automatically convert into our common stock effective
        upon our closing on an equity raise of $3,000,000 (inclusive of the amount
        of
        equity issued on conversion of the convertible debentures) or more, at a
        25%
        discount to the price paid per share to investors in the equity raise. The
        holders of the convertible debentures includes The Roberti Jacobs Family
        Trust,
        which invested $21,668.
  25
 Bridge
        Loans .
        In
        December, 2005, Douglas J. Stukel and two other individuals loaned an
        aggregate of $300,000 to us ($100,000 by Mr. Stukel), which was supplemented
        by
        an additional $100,000 loan on January 30, 2006, which in turn was loaned
        by us
        to Capital Partners at 8% per annum to enable Capital Partners’ shareholders to
        effect the funding of the buyout of a former minority shareholder of its
        predecessor entity and, to enable it to fund certain of its working capital
        requirements. All of these loans to us bear simple interest at 12% per annum
        and
        are due upon the earlier of October 31, 2006 or the initial closing of a
        private
        offering by us for equity securities.
  Advisory
        Fees .
        We
        expect to pay advisory fees to our current and future officers and directors,
        as
        well as possibly other persons assisting us in the acquisitions of Capital
        Partners, the Beyond Fitness Companies and/or other companies we may purchase,
        which amounts are presently undeterminable. These fees are expected to be
        awarded by the Board of Directors and paid for identification and negotiation
        of
        the acquisition of targeted portfolio companies, as well as services associated
        with the consummation of the acquisitions.
  **Item
        13. Exhibits**
  LIST
          OF
          EXHIBITS
 **EXHIBIT**
                    **NUMBER**
                  
                  **DESCRIPTION
                      OF DOCUMENT**2.1
                  
                  Agreement
                      and Plan of Merger dated February 13, 2006, by and among Health
                      Partnership Inc., Capital Partners Merger Sub, Inc., Capital
                      Partners
                      Acquisition Sub, Inc., Capital Partners for Health & Fitness, Inc.,
                      Randall Rohm and Thomas Flynn.13.1
                  
                  Articles
                      of Incorporation of Health Partnership Inc.23.2
                  
                  Form
                      of Bylaws of Health Partnership Inc.23.3
                  
                  Form
                      of Articles of Merger merging Capital Partners Merger Sub,
                      Inc., a North
                      Carolina corporation, with Capital Partners for Health & Fitness,
                      Inc., a North Carolina corporation.23.4
                  
                  Form
                      of Articles of Merger merging Capital Partners for Health & Fitness,
                      Inc., a North Carolina corporation, with Capital Partners Acquisition
                      Sub,
                      Inc., a North Carolina corporation.210.1
                  
                  Form
                      of Note Purchase Agreement used in connection with the issuance
                      of the
                      Company’s convertible debentures totaling $500,000.210.2
                  
                  Form
                      of Note Purchase Agreement used in connection with the $400,000,
                      in the
                      aggregate, bridge loan to Capital Partners.210.3
                  
                  Form
                      of Membership Agreement used by Capital Partners’ health club
                      facilities.210.4
                  
                  Master
                      Loan Agreement dated November 16, 2004, between Kapital Engine
                      Investments, Inc. and Duvera Billing Services, LLC.210.5
                  
                  Form
                      of Equipment Lease between Life Fitness, a division Brunswick
                      Corporation,
                      and the Company.210.6
                  
                  Form
                      of Equipment Finance Lease Agreement between Central Carolina
                      Bank and the
                      Company.210.7
                  
                  Form
                      of Employment Agreement between Capital Partners and Randall
                      Rohm.110.8
                  
                  Purchase
                      Note.110.9
                  
                  Form
                      of Debenture for $400,000 bridge loans.314.1
                  
                  Code
                      of Ethics.3
 21.1
                  
                  Subsidiaries
                      of the Company323.1
                  
                  Consent
                    of Jaspers +
                    Hall, PC. 424.1
                  
                  Powers
                      of Attorney. (Contained on signature page) 431.1
                  
                  Officer’s
                      Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted
                      Pursuant to
                      Section 302 of the Sarbanes-Oxley Act of 2002.
                      431.2
                  
                  Officer’s
                      Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted
                      Pursuant to
                      Section 302 of the Sarbanes-Oxley Act of 2002.432.1
                  
                  Certification
                      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                      Section 906 of
                      the Sarbanes-Oxley Act of 2002.432.2
                  
                  Certification
                      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                      Section 906 of
                      the Sarbanes-Oxley Act of 2002.4 
 1Incorporated by reference to the Registrant’s current Report on Form 8-K/A filed
                        on February 23, 2006.
 2 
                        Incorporated by reference to the Registrant’s current Report on Form 8-K filed
                        on February 13, 2006.
 3 
                          Incorporated by reference to the Registrant's Form 10-KSB
                          for the year ended
                          December 31, 2005, filed on April 17, 2006.
 4.
                          Filed
                          herewith.
  26
 
  **Item
        14. Principal Accountant Fees and Services**
  *General* .
        Jaspers
        + Hall, PC (“JH”) is the Company’s principal auditing accountant firm. Our board
        of directors has considered whether the provisions of audit services is
        compatible with maintaining JH’s independence.
  *Audit
        Fees* .
        JH
        billed us $6,000 for the following professional services: audit of our annual
        financial statement for the fiscal year ended December 31, 2005, and review
        of
        the interim financial statements included in quarterly reports on Form 10-QSB
        for the periods ended June 30, 2005 and September 30, 2005. Michael Johnson
        & Co., LLC, our previous auditors, billed us $4,000 for the 2004 audit and
        $1,000 for review of our interim financial statements included in our quarterly
        report on Form 10-QSB for the period ended March 31, 2005. JH charged us
        $4,000 for the 2005 Audit.
  There
        were no tax fees or other fees in 2005 or 2004 paid to JH or JH’s affiliates or
        our previous auditors or affiliates.
  Our
        board
        of directors acts as our audit committee and had no “pre-approval policies and
        procedures” in effect for the auditors’ engagement for the audit year 2005 and
        2004.
  All
        audit
        work was performed by the auditors’ full time employees.
  27
 SIGNATURES
  Pursuant
        to the requirements of Section 13 or 15 (d) 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.
  HEALTH
        PARTNERSHIP INC.
  Date:
          May
          3, 2006
  /s/
        Gerard M Jacobs
  CEO
  We,
        the
        undersigned directors and officers of Health Partnership Inc., do hereby
        constitute and appoint, Gerard M. Jacobs, Lee Wiskowski or Douglas J.
        Stukel, or any of them, our true and lawful attorneys and agents, to do any
        and
        all acts and things in our name and on our behalf in our capacities as directors
        and officers and to execute any and all instruments for us and in our names
        in
        the capacities indicated below, which said attorneys and agents, or either
        of
        them, may deem necessary or advisable to enable said corporation to comply
        with
        the Securities Act of 1933, as amended, and any rules, regulations and
        requirements of the Securities and Exchange Commission, in connection with
        the
        aforesaid annual report on Form 10-KSB, including specifically, but without
        limitation, the power and authority to sign for us or any of us in our names
        in
        the capacities indicated below, any and all amendments (including any
        post-effective amendment(s)) hereto and we do hereby ratify and confirm all
        that
        said attorneys and agents, or either of them, shall do or cause to be done
        by
        virtue hereof. In accordance with the requirements of the Securities Act
        of
        1933, as amended, this report was signed by the following persons in the
        capacities and on the date(s) stated:
  Date:
          May
          3, 2006
  /s/Lee
        Wiskowski
  Lee
        Wiskowski, Director
  Date:
          May
          3, 2006
  /s/Douglas J.
        Stukel
  Douglas J.
        Stukel, Director
  Date:
          May
          3, 2006
  /s/
        Gerard M Jacobs
  Gerard M
        Jacobs, Director
  Date:
          May
          3, 2006
  
  28
    LIST
        OF
        EXHIBITS
 **EXHIBIT**
                  **NUMBER**
                
                **DESCRIPTION
                    OF DOCUMENT**2.1
                
                Agreement
                    and Plan of Merger dated February 13, 2006, by and among Health
                    Partnership Inc., Capital Partners Merger Sub, Inc., Capital
                    Partners
                    Acquisition Sub, Inc., Capital Partners for Health & Fitness, Inc.,
                    Randall Rohm and Thomas Flynn.13.1
                
                Articles
                    of Incorporation of Health Partnership Inc.23.2
                
                Form
                    of Bylaws of Health Partnership Inc.23.3
                
                Form
                    of Articles of Merger merging Capital Partners Merger Sub, Inc.,
                    a North
                    Carolina corporation, with Capital Partners for Health & Fitness,
                    Inc., a North Carolina corporation.23.4
                
                Form
                    of Articles of Merger merging Capital Partners for Health & Fitness,
                    Inc., a North Carolina corporation, with Capital Partners Acquisition
                    Sub,
                    Inc., a North Carolina corporation.210.1
                
                Form
                    of Note Purchase Agreement used in connection with the issuance
                    of the
                    Company’s convertible debentures totaling $500,000.210.2
                
                Form
                    of Note Purchase Agreement used in connection with the $400,000,
                    in the
                    aggregate, bridge loan to Capital Partners.210.3
                
                Form
                    of Membership Agreement used by Capital Partners’ health club
                    facilities.210.4
                
                Master
                    Loan Agreement dated November 16, 2004, between Kapital Engine
                    Investments, Inc. and Duvera Billing Services, LLC.210.5
                
                Form
                    of Equipment Lease between Life Fitness, a division Brunswick
                    Corporation,
                    and the Company.210.6
                
                Form
                    of Equipment Finance Lease Agreement between Central Carolina
                    Bank and the
                    Company.210.7
                
                Form
                    of Employment Agreement between Capital Partners and Randall
                    Rohm.110.8
                
                Purchase
                    Note.110.9
                
                Form
                    of Debenture for $400,000 bridge loans.314.1
                
                Code
                    of Ethics.3
 
  29
 21.1
                
                Subsidiaries
                    of the Company323.1
                
                Consent
                  of Jaspers +
                  Hall, PC. 424.1
                
                Powers
                    of Attorney. (Contained on signature page)431.1
                
                Officer’s
                    Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant
                    to
                    Section 302 of the Sarbanes-Oxley Act of 2002.
                    431.2
                
                Officer’s
                    Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant
                    to
                    Section 302 of the Sarbanes-Oxley Act of 2002.
                    432.1
                
                Certification
                    Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
                    906 of
                    the Sarbanes-Oxley Act of 2002. 432.2
                
                Certification
                    Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
                    906 of
                    the Sarbanes-Oxley Act of 2002.
4
  1Incorporated by reference to the Registrant’s current Report on Form 8-K/A filed
              on February 23, 2006.
 2 
              Incorporated by reference to the Registrant’s current Report on Form 8-K filed
              on February 13, 2006.
 3 
                Incorporated by reference to the Registrant's Form 10-KSB for the
                year ended
                DEcember 31, 2005, filed on April 17, 2006.
 4.
                Filed
                herewith.
  30
 HEALTH
          PARTNERSHIP INC.
 (FORMERLY
          MIND2MARKET, INC.)
 
 
 FINANCIAL
          STATEMENTS
 
 December
          31, 2005
 
 
 
  F-1
 HEALTH
          PARTNERSHIP INC.
 (Formerly
          Mind2Market, Inc.)
 Balance
          Sheets
 
 December
                    31,2005
                
                2004**ASSETS:**Current
                    Assets:Cash
                
                $
                153,558
                
                $
                383Total
                    Current Assets
                
                
                153,558
                
                
                383Fixed
                    Assets:Property
                    & Equipment
                
                
                141,445
                
                
                141,445Less
                    Accumulated Depreciation
                
                
                (141,445
                )
                
                (141,445
                )Total
                    Fixed Assets
                
                
                -
                
                
                -**TOTAL
                    ASSETS**
                
                $
                153,558
                
                $
                383**LIABILITIES
                    & STOCKHOLDERS' EQUITY (DEFICIT):**Current
                    Liabilities:Accounts
                    Payable
                
                $
                55,215
                
                $
                127,935Bridge
                    Loan
                
                
                150,000
                
                
                -Note
                    Payable - Convertible Debenture
                
                
                500,000
                
                
                95,000**Total
                    Current Liabilties**
                
                
                705,215
                
                
                222,935Stockholders'
                    Equity (Deficit):Preferred
                    Stock, $.10 par value, 5,000,000 shares authorizednone
                    issued or outstanding
                
                
                -
                
                
                -Common
                    stock, $.0001 par value, 50,000,000 shares authorized`15,992,503
                    shares issued and outstanding December 31, 2005
                
                
                1,598
                
                
                78792,503
                    issued and outstanding December 31, 2004Additional
                    Paid-In Capital
                
                
                2,772,401
                
                
                2,758,721Accumulated
                    deficit
                
                
                (3,325,656
                )
                
                (2,981,351
                )**Total
                    Stockholders' Equity (Deficit)**
                
                
                (551,657
                )
                
                (222,552
                )**TOTAL
                    LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)**
                
                $
                153,558
                
                $
                383
  The
          accompanying notes are an integral part of these financial
          statements.
 
 F-2
 HEALTH
            PARTNERSHIP INC.
 (Formerly
            Mind2Market, Inc.)
 Statements
            of Operation
 2005
                  
                  2004**Revenue:**Sales
                  
                  $
                  -
                  
                  $
                  -**Total
                      Income**
                  
                  
                  -
                  
                  
                  -**Operating
                      Expenses:**Administrative
                      Expenses
                  
                  
                  232,106
                  
                  
                  10,077Accounting
                      Expense
                  
                  
                  694
                  
                  
                  -Legal
                      Expenses
                  
                  
                  75,505
                  
                  
                  -**Total
                      Expenses**
                  
                  
                  308,305
                  
                  
                  10,077**Net
                      Loss From Operations**
                  
                  
                  (308,305
                  )
                  
                  (10,077
                  )**Other
                      Income/Expenses:******Forgiveness
                      of Debt
                  
                  
                  -
                  
                  
                  2,657,704****Write-off
                      Patents
                  
                  
                  -
                  
                  
                  (46,538
                  )****Interest
                      Expense
                  
                  
                  (36,000
                  )
                  
                  -**Net
                      Other Income/Expense**
                  
                  
                  (36,000
                  )
                  
                  2,611,166**Net
                      Gain/Loss**
                  
                  $
                  (344,305
                  )
                  $
                  2,601,089**Per
                      Share Information:**Weighted
                      average numberof
                      common shares outstanding
                  
                  
                  8,287,123
                  
                  
                  792,503Net
                      Loss per common share
                  
                  $
                  (0.05
                  )
                  $
                  3.29
 The
          accompanying notes are an integral part of these
          financial statements.
 
 F-3
 HEALTH
            PARTNERSHIP INC.
 (Formerly
            Mind2Market, Inc.)
 Statements
            of Stockholders' Equity
            (Deficit)
 December
            31, 2005
 COMMON
                        STOCKS
                    
                    Additional
                    
                    
                    
                    TotalPaid-In
                    
                    Accumulated
                    
                    Stockholders'#
                        of Shares
                    
                    Amount
                    
                    Capital
                    
                    Deficit
                    
                    EquityBalance
                        - January 1, 2001
                    
                    
                    580,716
                    
                    $
                    58
                    
                    $
                    982,633
                    
                    $
                    (2,062,788
                    )
                    $
                    (1,080,097
                    )Issuance
                        of stock for cash
                    
                    
                    10,640
                    
                    
                    1
                    
                    
                    132,999
                    
                    
                    -
                    
                    
                    133,000Issuance
                        of stock for services
                    
                    
                    13,334
                    
                    
                    1
                    
                    
                    166,666
                    
                    
                    -
                    
                    
                    166,667Issuance
                        of stock for UINFO
                    
                    
                    60,000
                    
                    
                    6
                    
                    
                    749,994
                    
                    
                    -
                    
                    
                    750,000Fair
                        Value of Options
                    
                    
                    -
                    
                    
                    -
                    
                    
                    83,008
                    
                    
                    -
                    
                    
                    83,008Issuance
                        of stock for services
                    
                    
                    32,640
                    
                    
                    3
                    
                    
                    417,497
                    
                    
                    -
                    
                    
                    417,500Net
                        Loss for Year
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (2,951,551
                    )
                    
                    (2,951,551
                    )Balance
                        - December 31, 2001
                    
                    
                    697,330
                    
                    
                    69
                    
                    
                    2,532,797
                    
                    
                    (5,014,339
                    )
                    
                    (2,481,473
                    )Issuance
                        of stock for cash
                    
                    
                    11,000
                    
                    
                    1
                    
                    
                    27,499
                    
                    
                    -
                    
                    
                    27,500Issuance
                        of stock for services
                    
                    
                    32,000
                    
                    
                    3
                    
                    
                    79,997
                    
                    
                    -
                    
                    
                    80,000Issuance
                        of stock for services
                    
                    
                    12,173
                    
                    
                    1
                    
                    
                    30,432
                    
                    
                    -
                    
                    
                    30,433Net
                        Loss for Year
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (424,155
                    )
                    
                    (424,155
                    )Balance
                        - December 31, 2002
                    
                    
                    752,503
                    
                    
                    74
                    
                    
                    2,670,725
                    
                    
                    (5,438,494
                    )
                    
                    (2,767,695
                    )Net
                        Loss for Year
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (143,946
                    )
                    
                    (143,946
                    )Balance
                        - December 31, 2003
                    
                    
                    752,503
                    
                    
                    74
                    
                    
                    2,670,725
                    
                    
                    (5,582,440
                    )
                    
                    (2,911,641
                    )Issuance
                        of stock for debt settlement
                    
                    
                    20,000
                    
                    
                    2
                    
                    
                    87,998
                    
                    
                    -
                    
                    
                    88,000Issuance
                        of stock for services
                    
                    
                    20,000
                    
                    
                    2
                    
                    
                    (2
                    )
                    
                    -
                    
                    
                    -Net
                        Profit for Year
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    2,601,089
                    
                    
                    2,601,089Balance
                        - December 31, 2004
                    
                    
                    792,503
                    
                    
                    78
                    
                    
                    2,758,721
                    
                    
                    (2,981,351
                    )
                    
                    (222,552
                    )Issuance
                        of stock for cash
                    
                    
                    15,200,000
                    
                    
                    1,520
                    
                    
                    13,680
                    
                    
                    -
                    
                    
                    15,200Net
                        Loss for Year
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (344,305
                    )
                    
                    (344,305
                    )Balance
                        - December 31, 2005
                    
                    
                    15,992,503
                    
                    $
                    1,598
                    
                    $
                    2,772,401
                    
                    $
                    (3,325,656
                    )
                    $
                    (551,657
                    )All
                        shares have been adjusted for1/50
                        reverse split in May 2005
 The accompanying
            notes are an integral part of these financial statements.
 F-4
 HEALTH
            PARTNERSHIP INC.
 (Formerly
            Mind2Market, Inc.)
 Statements
            of Cash Flows
 2005
                  
                  2004**Cash
                      Flows from Operating Activities:**Net
                      (Loss)
                  
                  $
                  (344,305
                  )
                  $
                  2,601,089Issuance
                      of stock for services
                  
                  
                  -
                  
                  
                  27,000Write-off
                      Patents
                  
                  
                  -
                  
                  
                  46,538Adjustments
                      to reconcile net loss to cash usedby
                      operating activities(Decrease)
                      Increase in accounts payable and accrued expenses
                  
                  
                  (72,720
                  )
                  
                  (1,120,795
                  )**Net
                      Cash Used by Operating Activities**
                  
                  
                  (417,025
                  )
                  
                  1,553,832**Cash
                      Flows from Financing Activities:**Proceeds
                      from Note Payable - Convertible Debenture
                  
                  
                  500,000
                  
                  
                  -Payments
                      of notes payable
                  
                  
                  (95,000
                  )
                  
                  (1,553,449
                  )Issuance
                      of stock
                  
                  
                  15,200Proceeds
                      from Bridge Loans
                  
                  
                  150,000**Net
                      Cash Provided by Financing Activities**
                  
                  
                  570,200
                  
                  
                  (1,553,449
                  )**Net
                      Increase in Cash & Cash Equivalents**
                  
                  
                  153,175
                  
                  
                  383**Beginning
                      Cash & Cash Equivalents**
                  
                  
                  383
                  
                  
                  -**Ending
                      Cash & Cash Equivalents**
                  
                  $
                  153,558
                  
                  $
                  383**SUPPLEMENTAL
                      DISCLOSURE OF CASH FLOW INFORMATION**Cash
                      paid for Interest
                  
                  $
                  -
                  
                  $
                  -Cash
                      paid for Income Taxes
                  
                  $
                  -
                  
                  $
                  -**NON-CASH
                      TRANSACTIONS**Common
                      stock issued for services
                  
                  $
                  -
                  
                  $
                  27,000
  The
          accompanying notes are an integral part of these financial
          statements.
  F-5
 HEALTH
          PARTNERSHIP INC.
 (Formerly
          Mind2Market, Inc.)
 Notes
          to
          Financial Statements
 December
          31, 2005
 
 
 Note
          1 - Organization
          and Summary of Significant Accounting Policies:
 
 Organization:
 
 Mind2Market,
          Inc. (“the Company “) was incorporated in Colorado on February 15, 1996 as NELX
          Marketing, Inc., a wholly owned subsidiary of NELX, Inc., a publicly owned
          company. On October 14, 1996, in a corporate divestiture, the Company was
          divested from NELX by issuing 600,000 shares of the Company’s common stock to
          NELX, Inc.’s shareholders. New management was appointed. The new management
          intends to develop M2M into a service company that will enable vendors
          to market
          their products over the Internet with proper controls and accountability.
          On May
          20, 2005, majority control of the Company was acquired by M2M Acquisition,
          LLC
          through the purchase of 15,200,000 shares of common stock and Management
          was
          changed to current management. On May 25, 2005, the name of the Company
          was
          changed to Health Partnership Inc. The scope of the business been has changed
          by
          management to focus on health and fitness companies, including operating
          health
          clubs, physical therapy centers and other ancillary businesses. The Company’s
          fiscal year is December 31.
 
 Basis
          of Accounting:
 
 The
          accompanying financial statements have been prepared on the accrual basis
          of
          accounting in accordance with generally accepted accounting
          principles..
 
 Cash
          and Cash Equivalents :
 
 The
          Company considers all highly liquid debt instruments, purchased with an
          original
          maturity of three months or less, to be cash equivalents.
 
 Use
          of
          Estimates:
 
 The
          preparation of financial statements, in conformity with generally accepted
          accounting principles, requires management to make estimates and assumptions
          that affect the reported amounts of assets and liabilities, and disclosure
          of
          contingent assets and liabilities at the date of the financial statements
          and
          the reported amounts of revenue and expenses during the reporting period.
          Actual
          results could differ from those estimates.
 
 Net
          Loss Per Share:
 
 Net
          loss
          per share is based on the weighted average number of common shares outstanding
          during the period.
 
 Property
          and Equipment
 
 Equipment
          and property are capitalized at acquisition cost and depreciated utilizing
          the
          straight-line method over its estimated useful life. Maintenance, repairs
          and
          minor renews are charged to operations as incurred.
 Patents
          are capitalized at acquisition cost and amortized over 7 years using the
          straight-line method.
 
 F-6
 
 HEALTH
          PARTNERSHIP INC.
 (Formerly
          Mind2Market, Inc.)
 Notes
          to
          Financial Statements
 December
          31, 2005
 
 Other
          Comprehensive Income
 
 The
          Company has no material components of other comprehensive income (loss),
          and
          accordingly, net loss is equal to comprehensive loss in all
          periods.
 
 Note
          2 - Federal
          Income Taxes:
 
 The
          Company has made no provision for income taxes because there have been
          no
          operations to date causing income for financial statements or tax
          purposes.
 
 The
          Financial Accounting Standards Board (FASB) has issued Statement of Financial
          Accounting Standards Number 109 (“SFAS 109”). “Accounting for Income Taxes”,
          which requires a change from the deferred method to the asset and liability
          method of accounting for income taxes. Under the asset and liability method,
          deferred income taxes are recognized for the tax consequences of “temporary
          differences” by applying enacted statutory tax rates applicable to future years
          to differences between the financial statement carrying amounts and the
          tax
          basis of existing assets and liabilities.
  Deferred
                        tax assetsNet
                        operating loss carryforwards
                    
                    $
                    2,772,401Valuation
                        allowance
                    
                    
                    (2,772,401
                    )Net
                        deferred tax assets
                    
                    $
                    0
 At
          December 31, 2005, the Company had net operating loss carryforwards of
          approximately $2,772,401 for federal income tax purposes. These carryforwards
          if
          not utilized to offset taxable income will begin to expire in 2010.
 
 Note
          3 - Going
          Concern:
 
 The
          Company’s financial statements have been prepared on the basis that it is a
          going concern, which contemplated the realization of assets and the satisfaction
          of liabilities in the normal course of business.
 The
          Company’s current liabilities exceed the current assets by
          $551,657.
 
 The
          Company has earned no revenue from operations in 2005. The Company’s ability to
          continue as a going concern is dependent upon its ability to develop additional
          sources of capital to achieve profitable operations. The accompanying financial
          statements do not include any adjustments that might result from the outcome
          of
          these uncertainties. Management is seeking new capital to revitalize the
          Company.
 
 Note
          4 - Capital
          Stock Transactions:
 
 The
          authorized capital stock of the Company is 50,000,000 shares of common
          stock at
          $.0001 par value and 5,000,000 shares of preferred stock at $.10 par value.
          The
          Company issued 15,200,000 shares of common stock in 2005. The Company
          consummated a 1 for 50 reverse split of common stock shares in May 2005
          and all
          shares are shown reflecting the reverse split.
 
 Note
          5 - Segment
          Information
 
 Health
          Partnership, Inc. operates primarily in a single operating segment, health
          and
          fitness operations.
 
 F-7
 
 
 HEALTH
          PARTNERSHIP INC.
 (Formerly
          Mind2Market, Inc.)
 Notes
          to
          Financial Statements
 December
          31, 2005
 
 
 
 
 Note
          6 - Notes
          Payable - Convertible Debenture:
 
 On
          December 31, 2005 the Company had the following Notes Payable:
  Note
                      payable to John L. Meyer, bearing 7% interest per annum,
                  
                  $
                  100,000due
                      October 31, 2006 unless sooner converted.Note
                      payable to Roger S. Green, bearing 7% interest per annum,
                  
                  
                  50,000due
                      October 31, 2006, unless sooner converted.Note
                      payable to Albert Pick, III, bearing 7% interest per
                      annum,
                  
                  
                  50,000due
                      October 31, 2006, unless sooner converted.Note
                      payable to Vincent J. Mesolella, bearing 7% interest per
                      annum,
                  
                  
                  21,666due
                      October 31, 2006, unless sooner converted.Note
                      payable to Robert Jacobs Family Trust, bearing 7% interest
                      per
                      annum,
                  
                  
                  21,668due
                      October 31, 2006, unless sooner converted.Note
                      payable to Dominic L. Ragosta, bearing 7% interest per
                      annum,
                  
                  
                  21,666due
                      October 31, 2006, unless sooner converted.Note
                      payable to Scott Mitchell, bearing 7% interest per annum,
                  
                  
                  50,000due
                      October 31, 2006, unless sooner converted.Note
                      payable to Richard J. Rizzo, bearing 7% interest per
                      annum,
                  
                  
                  100,000due
                      October 31, 2006, unless sooner converted.Note
                      payable to Michael Dalsin, bearing 7% interest per annum,
                  
                  
                  35,000due
                      October 31, 2006, unless sooner converted.Note
                      payable to Michael D. McCaffrey, bearing 7% interest per
                      annum,
                  
                  
                  50,000due
                      October 31, 2006, unless sooner converted.Total
                      Notes Payable
                  
                  $
                  500,000
  These
          notes are all convertible at a 25% discount to the Private Placement offering
          price of $1.25 per share. This Private Placement is in process of raising
          capital and should take place in the second quarter of 2006.
 
 
 
 F-8
 
 
 
 HEALTH
          PARTNERSHIP INC.
 (Formerly
          Mind2Market, Inc.)
 Notes
          to
          Financial Statements
 December
          31, 2005
 
 
 Note
          7 - Bridge
          Loan:
 
 On
          December 31, 2005 the Company had the following Bridge Loan:
  
 Note
                    payable to Scott Mitchell, bearing no interest,
                  due
                    October 31, 2006, unless converted sooner.
                
                $
                150,000
 
 Note
          8 - Financial
          Accounting Developments:
 
 Recently
          Issued Accounting Pronouncements
 
 In
          February 2003, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
          150, “Accounting for Certain Financial Instruments with Characteristics of Both
          Liabilities and Equity”. The provisions of SFAS 150 are effective for financial
          instruments entered into or modified after May 31, 2003, and otherwise
          are
          effective at the beginning of the first interim period beginning after
          June 15,
          2003, except for mandatory redeemable financial instruments of nonpublic
          entities. The Company has not issued any financial instruments with such
          characteristics.
 
 In
          December 2003, the FASB issued FASB Interpretation No. 46 (revised December
          2003), “Consolidation of Variable Interest Entities” (FIN No. 46R), which
          addresses how a business enterprise should evaluate , whether it has a
          controlling financial interest in an entity through means other than voting
          rights and accordingly should consolidate the entity. FIN No. 46R replaces
          FASB
          Interpretation No. 46, “ *Consolidation
          of Variable Interest Entities”,* which
          was issued in January 2003. Companies are required to apply FIN 46R to
          variable
          interests in variable interest entities (“VIE”) created after December 31, 2003.
          For variable interest in VIEs created before January 1, 2004 the interpretation
          is applied beginning January 1, 2005. For any VIEs that must be consolidated
          under FIN No. 46R that were created before January 1, 2004, the assets,
          liabilities and non-controlling interests of the VIE initially are measured
          at
          their carrying amounts with any difference between the net amount added
          to the
          balance sheet and any previously recognized interest being recognized as
          the
          cumulative effect of an accounting change. If determining the carrying
          value is
          not practicable, fair value at the date FIN No. 46R first applies may be
          used
          measure the assets, liabilities and non-controlling interest of the VIE.
          The
          Company does not have any interest in VIEs.
 
 In
          December 2004, the FASB issued SFAS No. 123R (revised 2004) “Share-Based
          Payment” which amends FASB Statement No. 123 and will be effective for public
          companies for interim or annual periods beginning June 15, 2005. The new
          statement will require entities to expense employee stock options and other
          share-based payments. The new standard may be adopted in one of three ways
          - the
          modified prospective transition method, a variation of the modified transition
          method or the modified retrospective transition method. The Company is
          to
          evaluate how it will adopt the standard and the evaluation the effect that
          the
          adoption of SFAS 123R will have on the financial position and results of
          operations.
 
 
 F-9
 
 
 
 
 HEALTH
          PARTNERSHIP INC.
 (Formerly
          Mind2Market, Inc.)
 Notes
          to
          Financial Statements
 December
          31, 2005
 
 Note
          8 - Financial
          Accounting Developments (Cont):
 
 In
          November 2004, the FASB issued SFAS No. 151, “ *Inventory
          Costs, an amendment of ARB No. 43, Chapter 4.”* The
          statement amends the guidance in ARB No. 43, Chapter 4, *Inventory
          Pricing,* to
          clarify the accounting for abnormal amounts of idle facility expense, freight,
          handling costs and wasted material (spoilage). Paragraph 5 of ARB No. 43,
          Chapter 4 previously stated that “under some circumstances, items such as idle
          facility expense, excessive spoilage, double freight and rehandling costs
          may be
          so abnormal as to require treatment as current period charges”. SFAS No. 151
          requires that those items be recognized as current-period charges regardless
          of
          whether they meet the criterion of “so abnormal”. In addition, this statement
          requires that allocation of fixed production overhead to the costs of conversion
          be based on the prospectively and are effective for inventory costs incurred
          during fiscal years beginning after June 15, 2005, with earlier application
          permitted for inventory costs incurred during fiscal years beginning after
          the
          date this Statement is issued. The adoption of SFAS No. 151 does not have
          an
          impact on the Company’s financial position and results of
          operations.
 
 In
          December 2004, the FASB issued SFAS No. 153, *Exchange
          of Non-monetary Assets, an amendment of APB Opinion No. 29.* The
          guidance in APB opinion No. 29, *Accounting
          for Non-monetary Transactions,* is
          based
          on the principle that exchange of non-monetary assets should be measured
          on the
          fair value of the assets exchanges. The guidance in that Opinion, however,
          included certain exceptions to that principle. This Statement amends Opinion
          29
          to eliminate the exception for non-monetary exchanges of similar productive
          assets that do not have commercial substance. A non-monetary has commercial
          substance if the future cash flows of the entity are expected to change
          significantly as a result of the exchange. SFAS No. 153 is effective for
          non-monetary exchanges occurring in fiscal periods beginning June 15, 2005.
          The
          adoption of SFAS No. 153 is not expected to have an impact on the Company’s
          financial position and results of operations.
 
 In
          March 2005, the FASB issued FASB Interpretation No. 47, “Accounting
          for Conditional Asset Retirement Obligations” (“FIN 47”). FIN 47 provides
          guidance relating to the identification of and financial reporting for
          legal
          obligations to perform an asset retirement activity. The Interpretation
          requires
          recognition of a liability for the fair value of a conditional asset retirement
          obligation when incurred if the liability’s fair value can be reasonably
          estimated. FIN 47 also defines when an entity would have sufficient information
          to reasonably estimate the fair value of an asset retirement obligation.
          The
          provision is effective no later than the end of fiscal years ending after
          December 15, 2005. The Company will adopt FIN 47 beginning the first
          quarter of fiscal year 2006 and does not believe the adoption will have
          a
          material impact on its consolidated financial position or results of operations
          or cash flows.
 
 In
          May
          2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections"
          ("SFAS 154") which replaces Accounting Principles Board Opinions No. 20
          "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim
          Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154 provides
          guidance on the accounting for and reporting of accounting changes and
          error
          corrections. It establishes retrospective application, or the latest practicable
          date, as the required method for reporting a change in accounting principle
          and
          the reporting of a correction of an error. SFAS 154 is effective for accounting
          changes and a correction of errors made in fiscal years beginning after
          December
          15, 2005 and is required to be adopted by the Company in the first quarter
          of
          2006. The Company is currently evaluating the
 
 
 F-10
 HEALTH
          PARTNERSHIP INC.
 (Formerly
          Mind2Market, Inc.)
 Notes
          to
          Financial Statements
 December
          31, 2005
 
 Note
          8 - Financial
          Accounting Developments (Cont):
 
 effect
          that the adoption of SFAS 154 will have on its results of operations and
          financial condition but does not expect it to have a material
          impact.
 
 In
          June
          2005, the Emerging Issues Task Force, or EITF, reached a consensus on Issue
          05-6, *Determining
          the Amortization Period for Leasehold Improvements,* which
          requires that leasehold improvements acquired in a business combination
          purchased subsequent to the inception of a lease be amortized over the
          lesser of
          the useful life of the assets or a term that includes renewals that are
          reasonably assured at the date of the business combination or purchase.
          EITF
          05-6 is effective for periods beginning after July 1, 2005. We do not expect
          the
          provisions of this consensus to have a material impact on the financial
          position, results of operations or cash flows.
 
 Note
          9 - Subsequent
          Event
 
 Acquisition
          of Capital Partners for Health & Fitness, Inc. (Unaudited)
 
 On
          February 13, 2006, Health Partnership Inc. (the “Company”) acquired all of the
          outstanding common stock of Capital Partners for Health & Fitness, Inc., a
          North Carolina corporation ("Capital Partners"), by way of merger. The
          aggregate
          consideration to the Capital Partners shareholders is comprised of (a)
          $6,992,800 in cash (cash consideration); (b) 3,495,430 shares of the Company's
          restricted common stock with a fair value of approximately $4,369,300;
          and (c)
          the Earnout Consideration, if earned. The fair value of the Company's shares
          was
          based upon the February 13, 2006 Private Placement Offering.
 
 As
            part
            of the Merger, it was agreed that no portion of the Cash Consideration
            would be
            paid at the closing of the Merger. Instead, the Company delivered to
            each of
            Capital Partners' shareholders, promissory notes in the aggregate principal
            amount of $6,992,800 due on the earlier of June 30, 2006 or such time
            as the
            Company shall have raised capital sufficient to fund the entire amount
            of Cash
            Consideration. The promissory notes accrue simple interest at the annual
            rate of
            five percent (5%) for the first sixty days, and will accrue simple interest
            at
            the annual rate of ten percent (10%) thereafter.
 
 Capital
          Partners' shareholders are collectively entitled to earn additional
          consideration. This additional consideration is a one-time payment in cash
          and a
          one-time payment in the Company's common stock (collectively "the Earnout
          Consideration"). The Earnout Consideration is equal to (1) the amount,
          if any,
          by which (a) one-half of Capital Partners' earnings before interest, taxes,
          depreciation and amortization (computed in accordance with GAAP) during
          the
          first eight full calendar quarters following the Merger (as certified by
          the
          Company's independent public accountant) exceeds (b) an amount equal to
          the sum
          of (i) $3,158,900 plus (ii) one-half of the amount of any portion of $400,000
          of
          bridge loans made by the Company to Capital Partners that is used by Capital
          Partners for working capital purposes, (2) multiplied by 4.2.
 
 
 
 
 F-11
 
 
 
 HEALTH
          PARTNERSHIP INC.
 (Formerly
          Mind2Market, Inc.)
 Notes
          to
          Financial Statements
 December
          31, 2005
 
 
 Note
          9 - Subsequent
          Event
 
 The
          Merger was recorded by allocating the cost of the assets acquired, including
          intangible assets and liabilities assumed, based on their estimated fair
          values
          at February 13, 2006. The excess of cost of the merger over the net of
          the
          amounts assigned to the fair value of the assets acquired and the liabilities
          assumed is recorded as goodwill. The Company is in the process of obtaining
          valuations of certain assets; thus the allocation of the purchase price
          is
          subject to refinement. The purchase price has been allocated as
          follows:
  Accounts
                      receivable
                  
                  $
                  580,300Related
                      party receivables
                  
                  
                  206,700Advances
                      to shareholders
                  
                  
                  129,800Property
                      and equipment
                  
                  
                  2,124,800Customer
                      list/brand name
                  
                  
                  2,699,000Identifiable
                      intangible assets
                  
                  
                  20,400Goodwill
                  
                  
                  10,561,900Other
                      long-term assets
                  
                  
                  60,600Accounts
                      payable and accrued liabilities
                  
                  
                  (638,200
                  )Current
                      and long-term notes payable
                  
                  
                  (988,800
                  )Current
                      and long-term capital leases
                  
                  
                  (545,600
                  )Current
                      and long-term deferred revenue
                  
                  
                  (2,848,800
                  )Total
                      purchase price
                  
                  $
                  11,362,100
 Unaudited
          Pro Forma Results
 
 The
          following unaudited pro forma financial information presents the combined
          results of operations of the Company and Capital Partners as if the merger
          had
          occurred at January 1, 2005 and 2004. The unaudited pro forma financial
          information is not intended to represent or be indicative of the Company's
          consolidated results of operations or financial condition that would have
          been
          reported had the merger been completed as of the beginning of the periods
          presented and should not be taken as indicative of the Company's future
          consolidated results of operations or financial condition.
 
 The
          unaudited pro forma net earnings for the years ended December 31, 2005
          and 2004
          include $899,700 and $899,700, respectively, for amortization of the purchased
          customer list/brand name. Also included for the year ended December 31,
          2005 and
          2004 is $699,300 and $641,000, respectively, for interest related to the
          note
          payable issued as part of the acquisition price.
 
  F-12
  **Capital
          Partners for Health & Fitness, Inc.**
  **Unaudited
          Pro Forma Consolidated Balance Sheet**
  **December
          31, 2005**
 **Capital**
                    
                    
                    **Health**
                    
                    
                    **Pro
                        Forma****Partners**
                    
                    
                    **Partnership**
                    
                    
                    **Adjustments**
                    
                    
                    
                    **Pro
                        Forma**AssetsCurrent
                        assets:Cash
                    
                    
                    5,000
                    
                    
                    153,500
                    
                    
                    
                    
                    
                    
                    158,500Accounts
                        receivable, net
                    
                    
                    461,200
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    461,200Other
                        receivables
                    
                    
                    1,600
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,600Deferred
                        tax asset
                    
                    
                    
                    
                    
                    
                    
                    
                    1,740,000
                    
                    (4
                    )
                    1,740,000Total
                        current assets
                    
                    
                    467,800
                    
                    
                    153,500
                    
                    
                    1,740,000
                    
                    
                    
                    2,361,300Property
                        and equipment, net
                    
                    
                    2,034,300
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    2,034,300Identified
                        intangible assets, net
                    
                    
                    19,100
                    
                    
                    
                    
                    
                    899,800
                    
                    (3
                    )
                    918,900Goodwill
                    
                    
                    
                    
                    
                    
                    
                    
                    10,561,900
                    
                    (3
                    )
                    10,561,900Other
                        long term assets
                    
                    
                    60,600
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    60,600Total
                        assets
                    
                    
                    2,581,800
                    
                    
                    153,500
                    
                    
                    13,201,700
                    
                    
                    
                    15,937,000Liabilities
                        and Stockholders' EquityCurrent
                        liabilities:Cash
                        overdraft
                    
                    
                    202,300
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    202,300Accounts
                        payable, trade
                    
                    
                    157,200
                    
                    
                    55,200
                    
                    
                    
                    
                    
                    
                    212,400Accrued
                        interest expense
                    
                    
                    -
                    
                    
                    
                    
                    
                    1,340,300
                    
                    (1
                    )
                    1,340,300Due
                        to factor
                    
                    
                    315,400
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    315,400Income
                      tax payable
                    
                    
                    
                    
                    
                    
                    
                    
                    887,800
                    
                    (4
                    )
                    887,800Accrued
                        payroll and payroll taxes
                    
                    
                    84,600
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    84,600Due
                        from related parties
                    
                    
                    205,800
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    205,800Notes
                        payable, current
                    
                    
                    840,100
                    
                    
                    650,000
                    
                    
                    6,992,900
                    
                    (1
                    )
                    8,483,000Capital
                        leases, current
                    
                    
                    489,800
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    489,800Deferred
                        revenue, current
                    
                    
                    1,058,800
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,058,800Other
                        accrued liabilities
                    
                    
                    244,500
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    244,500Total
                        current liabilities
                    
                    
                    3,598,500
                    
                    
                    705,200
                    
                    
                    9,221,000
                    
                    
                    
                    13,524,700Long-term
                        liabilities:Deferred
                        revenue less current portion
                    
                    
                    1,652,000
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,652,000Notes
                        payable, less current portion
                    
                    
                    61,200
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    61,200Deferred
                        tax liability
                    
                    
                    -
                    
                    
                    
                    
                    
                    363,100
                    
                    (4
                    )
                    363,100Total
                        long-term liabilities
                    
                    
                    1,713,200
                    
                    
                    -
                    
                    
                    363,100
                    
                    
                    
                    2,076,300Stockholders'
                        equity:Preferred
                        stockCommon
                        stock
                    
                    
                    1,000
                    
                    
                    1,600
                    
                    
                    (700
                    )
                    (2
                    )
                    1,900Additional
                        paid-in capital
                    
                    
                    424,500
                    
                    
                    2,772,400
                    
                    
                    3,945,400
                    
                    (2
                    )
                    7,142,300Accumulated
                        deficit
                    
                    
                    (3,155,400
                    )
                    
                    (3,325,700
                    )
                    
                    (327,100
                    )
                    
                    
                    (6,808,200
                    )Total
                        stockholders' equity
                    
                    
                    (2,729,900
                    )
                    
                    (551,700
                    )
                    
                    3,617,600
                    
                    
                    
                    336,100Total
                        liabilities and stockholders' equity
                    
                    
                    2,581,800
                    
                    
                    153,500
                    
                    
                    13,201,700
                    
                    
                    
                    15,937,000
 
 (1)
                  For
                      pro forma presentation, Health Partnership issued a note payable
                      for
                      $6,992,900, which is expected to be repaid via the issuance
                      of 5,594,287
                      shares of common stock, in consideration for all of the outstanding
                      common
                      stock of Capital Partners.(2)
                  For
                      pro forma presentation, the issuance of 3,496,400 shares of
                      common stock
                      will be valued at $1.25 per share.(3)
                  For
                      pro forma presentation, the excess of the purchase price over
                      the net book
                      value has been allocated to customer list and brand name and
                      goodwill. The
                      net book value of the property and equipment approximates the
                      fair value,
                      as the majority of these assets are capital leased items(4)
                  For
                      pro forma presentation, a blended tax rate of 38.55 % was
                      used.
  F-13
 
 **Capital
                      Partners for Health & Fitness, Inc.****Unaudited
                      Pro Forma Consolidated Statements of Operations****For
                      the Year Ended December 31, 2005**
   Capital
                    
                    
                    Health
                    
                    
                    Pro
                        FormaPartners
                    
                    
                    Partnership
                    
                    
                    Adjustments
                    
                    
                    
                    Pro
                        FormaRevenues:Membership
                        revenue
                    
                    
                    8,858,700
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    8,858,700Membership
                        refunds
                    
                    
                    (44,800
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    (44,800
                    )Other
                        returns
                    
                    
                    (162,000
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    (162,000
                    )Total
                        revenue
                    
                    
                    8,651,900
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    8,651,900General
                        and administrative expenses
                    
                    
                    7,691,900
                    
                    
                    308,300
                    
                    
                    699,700
                    
                    (2
                    )
                    8,699,900Other
                        expenses (income):Other
                        income
                    
                    
                    (477,400
                    )
                    
                    
                    
                    
                    200,000
                    
                    (4
                    )
                    (277,400
                    )Interest
                        expense
                    
                    
                    233,500
                    
                    
                    (36,000
                    )
                    
                    699,300
                    
                    (3
                    )
                    896,800Total
                        other expenses (income)
                    
                    
                    (243,900
                    )
                    
                    (36,000
                    )
                    
                    899,300
                    
                    
                    
                    619,400Net
                        income (loss) before income taxes
                    
                    
                    1,203,900
                    
                    
                    (344,300
                    )
                    
                    (1,599,000
                    )
                    
                    
                    (667,400
                    )Income
                        tax (benefit) expense
                    
                    
                    
                    
                    
                    
                    
                    
                    (242,300
                    )
                    
                    
                    (242,300
                    )Net
                        income (loss)
                    
                    
                    1,203,900
                    
                    
                    (344,300
                    )
                    
                    (1,841,300
                    )
                    
                    
                    (425,100
                    )Basic
                        and dilutive income per share of common stock
                    
                    
                    1,204
                    
                    
                    (0.04
                    )
                    
                    
                    
                    
                    
                    (0.06
                    )Weighted
                        average common shares outstanding
                    
                    
                    1,000
                    
                    
                    8,287,100
                    
                    
                    3,495,230
                    
                    
                    
                    11,783,330
 
 (1)
                        Additional shares of common stock issued upon completion
                        of the
                        merger.(2)
                        Additional amortization expense related to the customer list
                        and brand
                        recognition(3)
                        Additional interest expense related to the note payable issued
                        as part of
                        the merger.(4)
                        Elimination of intercompany expenses and income.
  **Capital
                        Partners for Health & Fitness, Inc.****Unaudited
                        Pro Forma Consolidated Statements of
                        Operations****For
                        the Year Ended December 31,
                        2004**
  Capital
                      
                      Health
                      
                      Pro
                          FormaPartners
                      
                      Partnersh
                      
                      Adjustments
                      
                      
                      
                      Pro
                          FormaRevenues:Membership
                          revenue
                      
                      
                      9,661,200
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      9,661,200Membership
                          refunds
                      
                      
                      (128,700
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (128,700
                      )Other
                          returns
                      
                      
                      (156,800
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (156,800
                      )Total
                          revenue
                      
                      
                      9,375,700
                      
                      
                      -
                      
                      
                      -
                      
                      
                      
                      
                      
                      9,375,700General
                          and administrative expenses
                      
                      
                      7,998,600
                      
                      
                      10,100
                      
                      
                      899,700
                      
                      
                      (2
                      )
                      
                      8,908,400Other
                          expenses (income):Loss
                          on sale of fixed assets
                      
                      
                      9,900
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      9,900Gain
                          on forgiveness of debt
                      
                      
                      
                      
                      
                      (2,657,700
                      )
                      
                      
                      
                      
                      
                      
                      
                      (2,657,700
                      )Other
                          (income) expense
                      
                      
                      (126,000
                      )
                      
                      46,500
                      
                      
                      
                      
                      
                      
                      
                      
                      (79,500
                      )Interest
                          expense
                      
                      
                      141,700
                      
                      
                      
                      
                      
                      641,000
                      
                      
                      (3
                      )
                      
                      782,700Total
                          other expenses (income)
                      
                      
                      25,600
                      
                      
                      (2,611,200
                      )
                      
                      641,000
                      
                      
                      
                      
                      
                      (1,944,600
                      )Net
                          income (loss) before income taxes
                      
                      
                      1,351,500
                      
                      
                      2,601,100
                      
                      
                      (1,540,700
                      )
                      
                      
                      
                      
                      2,411,900Income
                          tax expense
                      
                      
                      
                      
                      
                      
                      
                      
                      930,800
                      
                      
                      
                      
                      
                      930,800Net
                          income (loss)
                      
                      
                      1,351,500
                      
                      
                      2,601,100
                      
                      
                      (609,900
                      )
                      
                      
                      
                      
                      1,481,100Basic
                          and dilutive income per share of common stock
                      
                      $
                      1,351.50
                      
                      $
                      3.46
                      
                      
                      
                      
                      
                      
                      
                      $
                      0.57Weighted
                          average common shares outstanding
                      
                      
                      1,000
                      
                      
                      752,502
                      
                      
                      3,496,230
                      
                      
                      
                      
                      
                      4,249,732Weighted
                          average diluted common share outstanding
                      
                      
                      1,000
                      
                      
                      752,502
                      
                      
                      3,496,230
                      
                      
                      
                      
                      
                      4,249,732
  (1)
                        Additional shares of common stock issued upon completion
                        of the
                        merger.(2)
                        Additional amortization expense related to the customer list
                        and the brand
                        recognition.(3)
                        Additional interest expense related to the note payable issued
                        as part of
                        the merger.
 
 F-14