National Health Partners, Inc.
120 Gibraltar Road, Suite 107
Horsham, PA 19044
February 28, 2012
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: James Lopez, Legal Branch Chief
Edwin Kim, Esq.
Re: National Health Partners, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 31, 2011
File No. 000-51731
Dear Madam or Sir:
This letter is in response to your letter to me of February 1, 2012,
regarding the above referenced matter ("Comment Letter"). Our responses to the
Staff's comments follow.
GENERAL
1. WE NOTE YOUR RESPONSES TO COMMENT 6 OF OUR LETTER DATED AUGUST 12, 2011 AND
COMMENT 2 OF OUR LETTER DATED OCTOBER 5, 2011. PLEASE CONFIRM THAT IN FUTURE
FILINGS YOU WILL ADDRESS THE MATERIAL RISKS RELATED TO WHAT APPEARS TO BE
NONCOMPLIANCE WITH YOUR ARTICLES OF INCORPORATION, BYLAWS AND INDIANA STATE LAWS
APPLICABLE TO HOLDING ANNUAL MEETINGS OF SHAREHOLDERS AND THE ELECTION OF
DIRECTORS. PLEASE PROVIDE US DRAFT LANGUAGE IN A RESPONSE LETTER.
Response:
Our articles of incorporation do not address shareholder meetings. Article
I, Section 1 of our Amended and Restated Bylaws states that "An annual meeting
of the shareholders of National Health Partners, Inc. shall be held for the
election of directors and for the transaction of such other proper business at
such time, date and place, either within or without the State of Indiana, as
shall be designated by resolution of the Board of Directors from time to time."
The Indiana Business Corporation Act (Indiana Code 23-1-29) provides a
procedure whereby one of our shareholders could make application to the circuit
or superior court in Marion County, Indiana (the county where our registered
office is located) to have the court order a meeting of shareholders.
We will include in our future filings on Form 10-K the following language:
Proposed Risk Factor for National Health Partners, Inc.
"WE HAVE NOT HELD AN ANNUAL MEETING OF SHAREHOLDERS FOR SEVERAL YEARS EVEN
THOUGH INDIANA CORPORATION LAW REQUIRES US TO HOLD AN ANNUAL MEETING EVERY YEAR.
OUR FAILURE TO HOLD ANNUAL MEETINGS COULD RESULT IN A COURT-ORDERED ANNUAL
MEETING THAT COULD RESULT IN A CHANGE IN CONTROL OF OUR COMPANY IN THE EVENT OUR
CURRENT BOARD OF DIRECTORS WAS NOT RE-ELECTED.
We were incorporated under the laws of the State of Indiana. Indiana Code
23-1-29-1 provides that an Indiana corporation shall hold a meeting of the
shareholders annually. We have not held a meeting of shareholders for several
years
Indiana Code 23-1-29-3 provides a procedure for a court-ordered meeting of
shareholders by stating that the circuit or superior court of the county where
our registered office is located may order a meeting to be held and may fix the
time and place of the meeting, which shall be conducted in accordance with our
articles of incorporation or bylaws: (1) on application of any shareholder of
the corporation entitled to participate in an annual meeting, if an annual
meeting has not been held within the earlier of six (6) months after the end of
the corporation's fiscal year or fifteen (15) months after our last annual
meeting.
Therefore, since all of our shareholders would be entitled to vote at an
annual meeting, any one of our shareholders could make application with a
circuit or superior court in Marion County, Indiana (the county in which our
registered office is located) to force us to call a meeting of the shareholders.
The result of such a meeting could be that our current directors could be
replaced by new directors, thereby resulting in a change of control of our
company."
We acknowledge that:
* the Company is responsible for the adequacy and accuracy of the
disclosure in these filings;
* staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filings;
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission from taking any action with
respect to the filings; and
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
2
Please address any further comments to our attorney, David E. Wise, Esq.
Mr. Wise's contact information is set forth below:
Law Offices of David E. Wise
Attorney at Law
The Colonnade
9901 IH-10 West, Suite 800
San Antonio, Texas 78230
Telephone: (210) 558-2858
Facsimile: (210) 579-1775
Email: wiselaw@verizon.net
National Health Partners, Inc.
By: /s/ David M. Daniels
--------------------------------
David M. Daniels
Chief Executive Officer