UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): FEBRUARY 17, 2006
NATIONAL HEALTH PARTNERS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
INDIANA 000-51731 04-3786176
State or Other Jurisdiction of (Commission (IRS Employer
Incorporation of File Number) Identification Number)
Organization)
120 GIBRALTAR ROAD, SUITE 107
HORSHAM, PENNSYLVANIA 19044
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 682-7114
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 17, 2006, National Health Partners, Inc. (the "Company")
entered into Amendment No. 1 to Promissory Note with Uwe Weibel and Amendment
No. 1 to Promissory Note with Daniel Eggenberger (collectively, the
"Amendments"). The Company had issued the promissory notes (the "Notes") to each
of Messrs. Weibel and Eggenberger on November 16, 2005. Under the terms of the
Notes, the principal and any unpaid interest that had accrued was due and
payable within 90 days of the date the Company received the funds under the
Notes (the "Maturity Date"). Under each of the Amendments, the Maturity Date of
each of the Notes was extended to June 30, 2006. No material relationship exists
between the Company or its affiliates and either of Messrs. Weibel or
Eggenberger.
The foregoing description of the Amendments and the Notes does not
purport to be complete and is qualified in its entirety by the terms of the
Amendments with each of Messrs. Weibel and Eggenberger filed as Exhibits 10.1
and 10.2, respectively, to this Current Report on Form 8-K and incorporated by
reference herein, and the terms of the Notes issued to each of Messrs. Weibel
and Eggenberger filed as Exhibits 10.36 and 10.37 to the Company's Registration
Statement on Form SB-2, File No. 333-126315, as amended, and incorporated by
reference herein.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Amendment No. 1 to Promissory Note, dated February 17, 2006,
by and between the Company and Uwe Weibel
10.2 Amendment No. 1 to Promissory Note, dated February 17, 2006,
by and between the Company and Daniel Eggenberger
10.3 Promissory Note, dated November 16, 2005, issued by the
Company to Uwe Weibel (incorporated by reference to Exhibit
10.36 to the Company's Registration Statement on Form SB-2,
File No. 333-126315, as amended)
10.4 Promissory Note, dated November 16, 2005, issued by the
Company to Daniel Eggenberger (incorporated by reference to
Exhibit 10.37 to the Company's Registration Statement on Form
SB-2, File No. 333-126315, as amended)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL HEALTH PARTNERS, INC.
Dated: February 23, 2006 /s/ David M. Daniels
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David M. Daniels
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
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10.1 Amendment No. 1 to Promissory Note, dated February 17, 2006,
by and between the Company and Uwe Weibel
10.2 Amendment No. 1 to Promissory Note, dated February 17, 2006,
by and between the Company and Daniel Eggenberger