UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[X]  Preliminary Proxy Statement           [ ]  Confidential, For Use of the
[ ]  Definitive Proxy Statement                 Commission Only (as permitted
[ ]  Definitive Additional Materials            by Rule 14a-6(e)(2))
[ ]  Soliciting Material Pursuant to
     Rule 14a-11(c) or Rule 14a-12


                         NATIONAL HEALTH PARTNERS, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                                      N/A
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)   Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
2)   Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
3)   Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

- --------------------------------------------------------------------------------
4)   Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
5)   Total fee paid:

- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided  by  Exchange  Act
    Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was
    paid  previously.  Identify the previous filing by  registration  statement
    number, or the form or schedule and the date of its filing.

    1)   Amount previously paid:
                                ------------------------------------------
    2)   Form, Schedule or Registration Statement No.:
                                                      --------------------
    3)   Filing Party:
                      ----------------------------------------------------
    4)   Date Filed:
                    ------------------------------------------------------

                         National Health Partners, Inc.
                          120 Gibraltar Road, Suite 107
                                Horsham, PA 19044
                                 (215) 682-7114

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD DECEMBER 28, 2010

TO OUR SHAREHOLDERS:

     A Special  Meeting  of  Shareholders  of  National  Health  Partners,  Inc.
("Company") will be held at 120 Gibraltar Road, Suite 107, Horsham, PA 19044, on
Tuesday,  December 28,  2010,  at 10:00 a.m.,  Eastern  Standard  Time,  for the
following purposes:

     1. To authorize an amendment of the Company's Certificate of Incorporation
to increase the authorized shares of our common stock from 100,000,000 shares to
250,000,000 shares;

     2. To authorize an amendment of the Company's Certificate of Incorporation
to clarify that one of the purposes of National Health Partners is to offer a
Medical Discount Plan through our "CARExpress" program; and

     3. To  transact  other  business  as may  properly  come before the Special
Meeting or any adjournments or postponements thereof.

     The board of  directors  has fixed the close of business  on  November  26,
2010, as the record date ("Record Date") for the  determination  of shareholders
who are  entitled to notice of and to vote at the  meeting  and any  adjournment
thereof.

     We have  enclosed the Proxy  Statement and a form of proxy with this Notice
of Special Meeting.

     Attendance at the Special  Meeting will be limited to  shareholders  of the
Company.  Shareholders  will be required to furnish  proof of  ownership  of the
Company's  common  stock  before  being  admitted to the  meeting.  Shareholders
holding shares in the name of a broker or other nominee are requested to bring a
statement from the broker or nominee confirming their ownership in the Company's
stock. Directions to the meeting's location accompany the Proxy Statement.

     Whether or not you expect to attend in  person,  we urge you to sign,  date
and  return  the  enclosed  Proxy at your  earliest  convenience.  You may mail,
deliver,  fax or scan and  email  your  proxy  to us.  Our fax  number  is (941)
729-1884. You can email us at info@nationalhealthpartners.com.  This will ensure
the  presence  of a quorum  and your  representation  at the  meeting.  PROMPTLY
SIGNING,  DATING AND  RETURNING  THE PROXY WILL SAVE THE COMPANY THE EXPENSE AND
EXTRA WORK OF  ADDITIONAL  SOLICITATION.  Sending in your Proxy will not prevent
you from  voting your stock at the meeting if you desire to do so, as your proxy
is revocable at your option.

                                 By Order of the Board of Directors,


Date: December 2, 2010           /s/ David M. Daniels
                                 ------------------------------------------
                                 David M. Daniels,
                                 Chairman of the Board

                         NATIONAL HEALTH PARTNERS, INC.

                                 PROXY STATEMENT
                                       FOR
                         SPECIAL MEETING OF SHAREHOLDERS

                               PROCEDURAL MATTERS

GENERAL

     The enclosed Proxy Statement,  which was first mailed to shareholders on or
about December 2, 2010, is being furnished in connection  with the  solicitation
of  proxies  by the  Board  of  Directors  of  National  Health  Partners,  Inc.
("Company") to be voted at the Special Meeting of Shareholders of the Company to
be held on Tuesday,  December 28, 2010, at 10:00 a.m.  Eastern Standard Time, at
120 Gibraltar Road, Suite 107, Horsham,  PA 19044, for purposes set forth in the
accompanying  Notice of  Special  Meeting  of  Shareholders.  When  proxies  are
properly dated,  executed and returned,  the shares they represent will be voted
at the meeting in accordance  with the  instructions of the  shareholder.  If no
specific instructions are given, the shares will be voted "for" the proposal set
forth  herein  and,  at the  discretion  of the proxy  holders,  upon such other
business as may properly come before the meeting.

RECORD DATE AND VOTING SECURITIES

     Shareholders  of record at the  close of  business  on  November  26,  2010
("Record  Date") will be entitled to vote at the meeting on the basis of one (1)
vote for each  share of Common  Stock  held.  On the  Record  Date,  there  were
94,694,919  shares  of  the  Common  Stock   outstanding,   held  of  record  by
approximately 79 shareholders of record.

REVOCABILITY OF PROXIES

     Shareholders  who  execute  proxies  retain the right to revoke them at any
time prior to the  exercise of the powers  conferred  thereby,  by  delivering a
signed  statement to the  Secretary of the Company at or prior to the meeting or
by executing another proxy dated as of a later date.

SOLICITATION

     The cost of  solicitation  will be borne by the Company.  In addition,  the
Company may reimburse brokerage firms and other persons representing  beneficial
owners of shares for their expenses in forwarding solicitation materials to such
beneficial  owners.  The Company's  directors,  officers and employees,  without
additional  compensation,  may  solicit  proxies  personally  or  by  telephone,
facsimile  or  telegram.  Although  the exact cost of  preparation,  mailing and
holding of the  meeting is not known at this time,  it is  anticipated  that the
cost will be approximately $5,000.00.

VOTING RIGHTS

     Under the Indiana Business  Corporation  Law, the Company's  Certificate of
Incorporation,  and its Bylaws, the holders of Common Stock shall be entitled to
one vote for each share of  Company's  Common  Stock held at the Record Date for
all  matters  brought  before a meeting  of the  holders  of Common  Stock.  The
required  quorum for the  transaction  of business  at the special  meeting is a
majority of the votes  eligible to be cast by holders of shares of Common  Stock
issued and  outstanding  on the Record  Date.  If a quorum  exists,  action on a
matter (other than the election of directors) by the holders or out Common Stock
is approved if the votes cast favoring the action exceed the votes cast opposing
the action. Shares that are voted "FOR," "AGAINST," "WITHHELD," OR "ABSTAIN" are
treated as being present at the Special Meeting for the purposes of establishing

a quorum and are also treated as shares  entitled to vote at the Special Meeting
("Votes Cast") with respect to such matters.  Abstentions will not be counted as
a vote "FOR" or "AGAINST" a proposal.  Broker  non-votes will be counted for the
purpose of determining  the presence or absence of a quorum for the  transaction
of  business,  but  such  non-votes  will not be  counted  for the  purposes  of
determining the number of Votes Cast with respect to the particular  proposal on
which a broker has expressly not voted.  Thus a broker  non-vote will not affect
the outcome of the voting on a proposal.  If a shareholder  fails to specify the
number of  shares he or she is  affirmatively  voting,  it will be  conclusively
presumed  that the  shareholder's  approving  vote is cast with  respect  to all
shares the shareholder is entitled to vote.

VOTING PROXIES

     The shares of Common Stock  represented  by all properly  executed  proxies
received in time for the meeting will be voted in accordance with the directions
given by the shareholders. If no specification is made, the shares will be voted
"FOR" all proposals.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                         AND RELATED SHAREHOLDER MATTERS

(a) Security Ownership of Certain Beneficial Owners

     The Company has one class of voting securities  outstanding - Common Stock.
The following table sets forth security ownership information as of the close of
business on November 26, 2010, for any person or group,  known by the Company to
own more than five percent (5%) of the  Company's  Common  Stock.  The following
table  also sets  forth the  beneficial  ownership  of our  Common  Stock by our
executive offices and directors, individually and as a group.

     The beneficial owners and amount of securities beneficially owned have been
determined  in  accordance  with Rule  13d-3  under  the  Exchange  Act and,  in
accordance  therewith,  includes  all  shares of our  Common  Stock  that may be
acquired by such beneficial owners within 60 days of November 26, 2010, upon the
exercise or conversion of any options, warrants or other convertible securities.
Unless  otherwise  indicated,  each  person or entity  below has sole voting and
investment power with respect to all shares of Common Stock  beneficially  owned
by that person or entity,  subject to the matters set forth in the  footnotes to
the table below and has an address of 120 Gibraltar  Road,  Suite 107,  Horsham,
Pennsylvania  19044.  This table has been prepared based on 94,694,919 shares of
our Common Stock outstanding on November 26, 2010.

                                        Amount and
                                         Nature of
         Name and Address               Beneficial          Percent of
       of Beneficial Owner                 Owner               Class
       -------------------                 -----               -----

     David M. Daniels                    5,442,948             5.75%
     Patricia S. Bathurst                  332,600              .35%
     Ronald F. Westman                  11,493,000 (1)        12.13%
     Pierre Besuchet                     7,325,000             7.74%
     All officers and directors
      as a group (2 persons)             5,775,548             6.10%

- ----------
1.   Includes 2,000,000 shares issuable upon exercise of warrants at an exercise
     price of $.02 until December 31, 2010.

                                       2

                                   PROPOSAL 1.

                 APPROVAL OF INCREASE IN AUTHORIZED COMMON STOCK

     Our Board of Directors is asking our shareholders to approve an increase in
our  authorized  share  capital  from  100,000,000  shares  of  Common  Stock to
250,000,000 shares of Common Stock. Our Board of Directors approved an amendment
to our Certificate of Incorporation to increase our authorized Common Stock from
100,000,000  shares to 250,000,000  shares of Common Stock.  The increase to the
number of shares will require an amendment to our Certificate of  Incorporation.
Our Board of Directors has directed that the proposed  increase in the number of
shares  of  authorized  Common  Stock  and the  corresponding  amendment  of our
Certificate of Incorporation be submitted for approval by our shareholders.

     Our  Board of  Directors  also  recognizes  that we need to add  additional
directors to our Board,  especially qualified  independent  Directors,  and that
some of the newly  authorized  shares  of Common  Stock  will be  available  for
compensating these additional  Directors,  as well as to attract and incentivize
new members of our management team as we expand our operations and business.

     Our  Board  of  Directors  has  determined  that it  would  be in the  best
interests of the Company to amend our Certificate of  Incorporation  to increase
the  number of  authorized  shares of Common  Stock from  100,000,000  shares to
250,000,000  shares of Common Stock.  Each additional share of Common Stock will
have the same rights and privileges as each share of currently authorized Common
stock.  Our Board of Directors  believes that it is in the best interests of the
Company to increase the number of authorized  shares in order to give us greater
lattitude in incentivizing additional persons to become independent Directors on
our Board,  incentivizing new officers and key management to join our management
team, compensating our employees,  making strategic  acquisitions,  providing us
with alternative  financing plans for our business operations and by allowing us
to avoid  holding  further  shareholder  meetings  to  increase  our  authorized
capital.

     Our Board of Directors  believes that finance and  corporate  opportunities
exist which could  necessitate the issuance of a larger number of shares than is
currently  authorized,  and in order to preserve the  flexibility  to pursue all
finance and corporate opportunities,  as well as to provide the Company with the
ability to grant options under employee  stock plans,  recommends an increase in
our  authorized  share  capital.  While we  constantly  evaluate  the market for
opportunities, there are no current proposals or agreements written or otherwise
at this time that  would  require  us to issue any  additional  shares of Common
Stock.

     The issuance of  additional  shares of Common Stock will have the effect of
diluting  earnings per share,  voting power and percentage  shareholdings of our
shareholders.  It could also have the effect of making it more  difficult  for a
third party to acquire control of the Company.  The shares will be available for
issuance by our Board of Directors for proper corporate purposes,  including but
not limited to, stock  dividends,  stock splits,  acquisitions,  financings  and
compensation  plans.  Current  shareholders  do not have  preemptive  rights  to
subscribe for, purchase or reserve any shares of our authorized capital stock.

     If the increase to our authorized shares of Common Stock is approved by our
shareholders,  we will  file a  Certificate  of  Amendment  to our  Articles  of
Incorporation  with the Secretary of the State of Indiana as soon as practicable
after shareholder approval is obtained.

     Management believes the increase in authorized share capital is in the best
interests  of the  Company  and  recommends  that the  shareholders  approve the
increase in  authorized  capital.  The  increase in  authorized  capital will be
approved if the affirmative  vote of at least a majority of the shares of Common
Stock present or represented at the Special Meeting and entitled to vote thereat
are voted in favor of approving the increase in authorized capital. Accordingly,
at the meeting, the shareholders will be asked to pass the following resolution:

                                       3

          "RESOLVED THAT:

          1.   The  increase  in the  authorized  capital  of the  Company  from
               100,000,000  shares  of  Common  Stock to  250,000,000  shares of
               Common Stock ("Amendment") be and is hereby approved.

          2.   The  preparation  and filing of a Certificate of Amendment to the
               Certificate  of  Incorporation  of the  Company  be and is hereby
               approved.

          3.   Any one  director  or  officer  of the  Company  be and is hereby
               authorized  to do all things as may be  necessary or advisable to
               effect the foregoing  resolutions on behalf of the Company and to
               take such steps as may be  necessary  or advisable to give effect
               to the Amendment,  including preparing and filing the Certificate
               of Amendment with the Indiana Secretary of State."

VOTE REQUIRED FOR ADOPTION

     The  affirmative  vote of  holders  of a majority  of the  Company's  Stock
present in person or by proxy at the meeting is required to approve the proposed
amendment to our Certificate of Incorporation.

                  OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
                      THAT THE SHAREHOLDERS VOTE "FOR" THE
                       RESOLUTION TO AMEND OUR CERTIFICATE
              OF INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF
                       COMMON STOCK TO 250,000,000 SHARES

                                   PROPOSAL 2.

 APPROVAL OF A CHANGE IN THE PURPOSE CLAUSE OF OUR CERTIFICATE OF INCORPORATION

     Our Board of Directors is asking our  shareholders  to approve an amendment
to our  Certificate  of  Incorporation  to  change  the  purpose  clause  of our
Certificate  of  Incorporation  to clarify  that one of the purposes of National
Health  Partners is to offer a Medical  Discount  Plan through our  "CARExpress"
program.  This clarification is a requirement by various state agencies in order
for the Company to become licensed as a discount medical  provider  organization
which will allow us to sell our programs in those states.

     If this proposed  amendment to our Certificate of Incorporation is approved
by our shareholders,  we will file a Certificate of Amendment to our Certificate
of  Incorporation  with  the  Secretary  of the  State  of  Indiana  as  soon as
practicable after shareholder approval is obtained.

     Management  believes  the  proposed  change  to the  purpose  clause in our
Certificate  of  Incorporation  is in the  best  interests  of the  Company  and
recommends  that the  shareholders  approve this proposed  change to the purpose
clause.  The proposed  amendment will be approved if the affirmative  vote of at
least a majority of the shares of Common  Stock  present or  represented  at the
Special Meeting and entitled to vote thereat are voted in favor of approving the
change in our purpose clause. Accordingly, at the meeting, the shareholders will
be asked to pass the following resolution:

                                       4

          "RESOLVED THAT:

          1.   The  Company  change the  purpose  clause of our  Certificate  of
               Incorporation  to clarify  that one of the  purposes  of National
               Health  Partners is to offer a Medical  Discount Plan through our
               "CARExpress" program ("Amendment") be and is hereby approved.

          2.   The  preparation  and filing of a Certificate of Amendment to the
               Certificate  of  Incorporation  of the  Company  be and is hereby
               approved.

          3.   Any one  director  or  officer  of the  Company  be and is hereby
               authorized  to do all things as may be  necessary or advisable to
               effect  the  foregoing  resolutions,   including  making  further
               modifications  to the exact  language of the purpose  clause,  on
               behalf of the Company and to take such steps as may be  necessary
               or advisable to give effect to the Amendment, including preparing
               and  filing  the   Certificate  of  Amendment  with  the  Indiana
               Secretary of State."

VOTE REQUIRED FOR ADOPTION

     The  affirmative  vote of  holders  of a majority  of the  Company's  Stock
present  in  person or by proxy at the  meeting  is  required  to  approve  this
proposed amendment to our Certificate of Incorporation.

                  OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
                      THAT THE SHAREHOLDERS VOTE "FOR" THE
                       RESOLUTION TO AMEND OUR CERTIFICATE
                  OF INCORPORATION TO CHANGE THE PURPOSE CLAUSE

NO APPRAISAL RIGHTS

     Under Indiana Law,  shareholders  are not entitled to appraisal rights with
respect to the two proposed  amendments to the Certificate of Incorporation  and
we will not independently provide shareholders with any such right.

             INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

     No director,  executive  officer,  or nominee for election as a director of
our company and no associate of any of the foregoing persons has any substantial
interest, direct or indirect, by security holding or otherwise, in any matter to
be acted upon at the meeting.

                        "HOUSEHOLDING" OF PROXY MATERIALS

     The Securities and Exchange Commission permits companies and intermediaries
such as brokers to satisfy the delivery  requirements  for proxy  statements and
reports  with  respect to two or more  shareholders  sharing the same address by
delivering a single proxy statement or report, as applicable, addressed to those
shareholders.  This  process,  which is commonly  referred to as  "householding"
potentially  provides extra  conveniences  for shareholders and cost savings for
companies.

                                       5

     Although we do not intend to household for our shareholders of record, some
brokers  household our proxy materials and reports,  delivering a single copy of
proxy  statement or report to multiple  shareholders  sharing an address  unless
contrary  instructions have been received from the affected  shareholders.  Once
you have received notice from your broker that it will be householding materials
to your address,  householding will continue until you are notified otherwise or
until  you  revoke  your  consent.  If,  at any  time,  you no  longer  wish  to
participate in householding and would prefer to receive a separate copy of proxy
statement or report, or if you are receiving  multiple copies of either document
and wish to receive  only one,  please  notify  your  broker.  Shareholders  who
currently  receive  multiple copies of the proxy statement at their address from
their brokers and would like to request  "householding" of their  communications
should contact their brokers.

                              SHAREHOLDER PROPOSALS

     Any proposal intended to be presented for action at the meeting pursuant to
Rule 14a-8 under the  Exchange  Act must be received by our  President  within a
reasonable  time  before the  solicitation  of proxies  for such  meeting.  Such
proposals  should be submitted  by certified  mail,  return  receipt  requested.
Nothing  in this  paragraph  shall  be  deemed  to  require  us to  include  any
shareholder  proposal that does not meet all the requirements for such inclusion
established by the SEC in effect at that time and there is no guarantee that any
proposal submitted by a shareholder will be included in the proxy statement.

     All shareholder  proposals,  notices and requests should be made in writing
and sent via registered, certified or express mail, to National Health Partners,
Inc., at the address on the first page of this Proxy  Statement to the attention
of the  President.  With respect to business to be brought before our meeting of
shareholders  to be held on May 17, 2011,  we have  received no notices from our
stockholders that we were required to be included in this proxy statement.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file our reports, proxy statements and other information with the United
States  Securities  and  Exchange  Commission.  The  documents  filed  with  the
Securities  and Exchange  Commission are available to the public from the United
States Securities and Exchange  Commission's website at www.sec.gov.  Additional
information  regarding  the Company and its business  activities is available at
the Company's website located at  www.nationalhealthpartners.com.  A copy of our
Annual  Report on Form 10-K for the fiscal year ended  December 31, 2009,  which
has been filed with the SEC,  including  the financial  statements,  but without
exhibits, will be provided without charge to any shareholder or beneficial owner
of Common Stock upon written  request to National Health  Partners,  Inc. at the
address  on the first  page of this  Proxy  Statement  to the  attention  of the
President.

                                  OTHER MATTERS

     Our Board of Directors does not intend to bring any other  business  before
the meeting,  and so far as is known to our Board of Directors at this time,  no
matters are to be brought  before the meeting  except as specified in the notice
of the meeting. If any other matters are properly brought before the meeting, it
is the  intention  of the  persons  named on the proxy  form to vote the  shares
represented by the proxy on such matters in accordance with their judgment.

BY ORDER OF THE BOARD OF DIRECTORS


/s/ David M. Daniels
- ----------------------------------
David M. Daniels                                               December __, 2010
Chairman of the Board

                                       6

                         NATIONAL HEALTH PARTNERS, INC.
                                   2010 PROXY

     The  undersigned  hereby  appoints  the David M.  Daniels as Proxy with the
power to appoint his substitute,  and hereby  authorizes him to represent and to
vote ALL of the shares of the Common Stock in National  Health  Partners,  Inc.,
standing in the name of the  undersigned at the SPECIAL  Meeting of SHAREHOLDERS
to be held  December 28, 2010 and upon such other  matters as may properly  come
before the meeting. Any prior proxy or voting instructions are hereby revoked.

The Directors recommend a vote FOR Proposal 1.

1.   The  approval  to amend  the  Company's  Certificate  of  Incorporation  to
     increase the number of authorized  shares of Common Stock from  100,000,000
     to 250,000,000.

               FOR [ ]          AGAINST [ ]          ABSTAIN [ ]

The Directors recommend a vote FOR Proposal 2.

2.   The approval to amend the Company's  Certificate of Incorporation to change
     our purpose  clause to clarify that one of the purposes of National  Health
     Partners  is to offer a Medical  Discount  plan  through  our  "CARExpress"
     program.

               FOR [ ]          AGAINST [ ]          ABSTAIN [ ]


                            PROXY/VOTING INSTRUCTIONS
                Special Meeting of Shareholders December 28, 2010

     The  shares  represented  by this proxy  will be voted as  directed  by the
Shareholder.  If no  specification  is made,  the  shares  will be voted FOR ALL
proposals.  When  signing  as  attorney,  executor,  administrator,  trustee  or
guardian,  give full title as such,  and when stock has been issued in the names
of two or more persons,  all should sign unless evidence of authority to sign on
behalf of the others is attached.

Dated:
      ----------------------------            ----------------------------------
                                              Number of Shares Represented by
                                              this Proxy:

- ----------------------------------            ----------------------------------
Signatures                                    Signatures

- ----------------------------------            ----------------------------------
Name of Shareholder                           Name of Shareholder


PLEASE RETURN ALL PROXIES TO:                 National Health Partners, Inc.
                                              120 Gibraltar Road, Suite 107
                                              Horsham, Pennsylvania 19044

YOU MAY FAX YOUR SIGNED AND DATED PROXY TO US AT (941) 729-1884

YOU MAY ALSO SCAN AND EMAIL YOUR SIGNED AND DATED PROXY TO US AT:

info@nationalhealthpartners.com