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EX-21 - National Health Partners Incex21.htm
EX-32.1 - National Health Partners Incex32-1.htm
EX-31.1 - National Health Partners Incex31-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-K
 
(Mark One)
  x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the fiscal year ended December 31, 2011
   
 
OR
   
  x
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the transition period from ______________ to _____________
 
Commission File Number 0-51731
 
 
NATIONAL HEALTH PARTNERS, INC
(Exact name of registrant as specified in its charter)
 
Indiana
 
04-3786176
(State of Incorporation)
 
(IRS Employer Identification No.)
 
120 Gibraltar Road, Suite 107, Horsham, PA 19044
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (215) 682-7114
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act:
 
Title of Each Class
Common Stock, $.001 par value
 
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.  Yes o   No  x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o   No  x
 
Indicate by check mark whether the registrant: (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that he registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit or post such files).  Yes  x   No  o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S- K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
 
Accelerated filer o
Non-accelerated filer o
 
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o  No  x
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter (June 30, 2011) was approximately $1,792,000.
 
As of April 11, 2012, there were 202,803,252 shares of our common stock outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE:  None
 

 
 

 

TABLE OF CONTENTS
 
ITEMS
 
PAGE
 
PART I
 
     
Item 1.
Business
4
Item 1A.
Risk Factors
16
Item 1B.
Unresolved Staff Comments
16
Item 2.
Properties
16
Item 3.
Legal Proceedings
16
Item 4.
Mine Safety Disclosures
16
     
 
PART II
 
     
Item 5.
Market For Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
17
Item 6.
Selected Financial Data
18
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
Item 7A.
Quantitative and Qualitative Disclosure About Market Risks
26
Item 8.
Financial Statements and Supplementary Data
26
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
26
Item 9A.
Controls and Procedures
26
Item 9B.
Other Information
28
     
 
PART III
 
     
Item 10.
Directors, Executive Officers and Corporate Governance
28
Item 11.
Executive Compensation
32
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
37
Item 13
Certain Relationships and Related Transactions, and Director Independence
39
Item 14.
Principal Accounting Fees and Services
39
     
 
PART IV
 
     
Item 15.
Exhibits, Financial Statement Schedules
41
 

 
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CAUTIONARY STATEMENT
 
This Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the statements contained in this Form 10-K for National Health Partners, Inc. (“Company”) discuss future expectations, contain projections of results of operation or financial condition or state other “forward-looking” information. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions.
 
Management expresses its expectations, beliefs and projections in good faith and believes the expectations reflected in these forward-looking statements are based on reasonable assumptions; however, Management cannot assure current stockholders or prospective stockholders that these expectations, beliefs and projections will prove to be correct.  Such forward-looking statements reflect the current views of Management with respect to the Company and anticipated future events.
 
Management cautions current stockholders and prospective stockholders that such forward-looking statements, including, without limitation, those relating to the Company’s future business prospects, demand for its products, revenues, capital needs, expenses, development and operation costs, wherever they occur in this Form 10-K, as well as in the documents incorporated by reference herein, are not guarantees of future performance or results, but are simply estimates reflecting the best judgment of Management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by such forward-looking statements.
 
Important factors that may cause actual results to differ from projections include, for example:
 
·  
the success or failure of management’s efforts to implement their business strategy;
 
·  
our dependence on a limited number of preferred provider organizations (“PPOs”) and other healthcare provider networks;
 
·  
our dependence on a single insurance company for the insurance benefits offered as part of our CARExpress Plus™ programs;
 
·  
our dependence upon a limited number of marketing and distribution partners for substantially all of our revenue;
 
·  
our ability to market our membership programs and develop and expand the market for our membership programs;
 
·  
demand for and acceptance of our membership programs;
 
·  
competition in the health discount membership market;
 
·  
legislative or regulatory changes in the healthcare industry;
 
·  
the ability of the Company to raise sufficient capital to meet operating requirements;
 
·  
the ability of the Company to protect its intellectual property rights;
 
·  
the ability of the Company to compete with major established companies;
 
·  
the effect of changing economic conditions;
 
·  
the ability of the Company to attract and retain quality employees;
 
·  
the current global recession and financial uncertainty; and
 
·  
other risks which may be described in future filings with the SEC.
 
Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward-looking statements. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
 

 
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PART I
 
Item 1. Business.
 
Overview
 
National Health Partners, Inc. is a national healthcare membership organization that was formed to address the need for affordable healthcare nationwide.  We create, market and sell membership programs targeted toward underserved markets in the healthcare industry through a national healthcare savings network called CARExpress™.  CARExpress™is a network of over 1,000,000 participating hospitals, doctors, dentists, pharmacists and other healthcare providers that have agreed to render their services and products to our members at discounted prices.  CARExpress™ enables our members to engage in point-of-service transactions directly with participating healthcare providers and pay discounted prices.
 
Background
 
We were incorporated in Indiana on March 10, 1989 as “Spectrum Vision Systems of Indiana, Inc.”  In 2001, we changed our name to “National Health Partners, Inc.” and entered the discount medical plan industry to address the need for affordable healthcare nationwide.  From 2001 to 2004, we engaged in limited operations due to our lack of available capital.  During that time, our employees performed relatively limited duties and our operations were focused almost exclusively on building CARExpress™.  In early 2004, we took a number of steps to increase our business and generate revenue, including raising capital through private placements of our equity securities and marketing our membership programs to the public through mail, print ad, television and internet campaigns.  We also moved into a larger facility that provides us with 17 offices, a fully equipped state-of-the-art computer and telecommunications room, and the capacity to expand our customer service base to approximately 80 customer service representatives.  Since 2004, we have actively pursued opportunities to sell our membership programs.  During this period, we engaged in our first test marketing campaign and entered into agreements with several marketing and distribution partners to market and sell our membership programs.  During 2007, we completed the development of our CARExpress Plus™ programs and have been actively marketing and selling these programs to the public.
 
Our strategy is to sustain and expand our position as a provider of unique healthcare membership programs.  We are currently actively engaged in marketing our membership programs to the public and are focused on generating increased sales of our membership programs.  Through product design, competitive membership pricing and a variety of marketing and distribution partners, we intend to pursue opportunities in the healthcare market that health insurance companies have not addressed.
 
Healthcare Industry
 
The U.S. Department of Commerce estimates that 15.4% of all Americans, or 46.3 million individuals, were without health insurance coverage in 2008.  The Kaiser Commission estimates that the number of people who are underinsured increased 60% between 2003 and 2007.  According to the National Coalition on Healthcare (the “NHC”), the primary reason for this increase is that rapidly rising health insurance premiums have caused many employers to reduce or discontinue health insurance coverage.  The NHC stated that health care spending in the United States reached $2.4 trillion in 2008 and is expected to reach $4.3 trillion by 2016.  The NHC also stated that the average cost of family coverage is now nearly $12,700 per year, including worker contributions of nearly $3,400.
 
Several factors have contributed to the increase in the cost of healthcare, including the following:
 
Over Utilization of the Healthcare System.  Over-utilization of the healthcare system is one of the factors behind these trends. Americans are utilizing healthcare services at an ever-increasing rate. Behind this phenomenon is the fact that insurance plans and HMOs are structured to encourage usage.  Small co-payments, generally from $10 or $25 per office visit, encourage insured consumers to use the healthcare system more frequently because they do not perceive themselves ultimately as having to pay the full costs of the medical services received.
 
Strict State Insurance Regulations.  Another factor is that a number of insurance companies have pulled out of certain states due to state regulations that no longer provide a viable operating environment.  As a result of these health coverage cancellations, those formerly insured individuals and families are required to pay more for their insurance coverage, cannot obtain any coverage because of pre-existing conditions, or simply remain uninsured.

 
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These increasing costs have led to limitations on reimbursement from insurance companies, HMOs and government sources.  Many employers have responded to the increased cost of providing health insurance to their employees by reducing or eliminating available insurance coverage and/or by requiring employees to contribute heavily in cost sharing through higher premiums, deductibles and payment.  As a result, more Americans are being forced to self-insure and pay a growing portion of the cost of their healthcare.  Some are entirely uninsured.  Others can only afford or choose only a high deductible or limited benefit health insurance policy.  In either case, this patient population increasingly forgoes medical procedures or relies on emergency care for its healthcare needs and often incurs prohibitive expenses.  Additionally, costs of healthcare for this patient population are often far higher than the amount an insurance company would pay for the same healthcare services for its insureds because the uninsured and underinsured patients have had no one to negotiate healthcare costs on their behalf.
 
We believe market demand is significant for any product that can accomplish one or more of the following:
 
·  
provide a low-cost alternative to health insurance for the millions of Americans who have either no insurance or only catastrophic insurance coverage;
 
·  
provide small businesses with an affordable way to provide benefits to their employees;
 
·  
provide quality healthcare to consumers at a price that is both affordable to consumers and that will pay healthcare providers a reasonable fee for their services; and
 
·  
provide supplemental benefits, such as dental, vision, elective surgery, chiropractic and alternative care, that are not covered by insurance plans.
 
We believe that our membership programs accomplish each of these tasks.
 
Our CARExpress™ Healthcare Solution
 
Overview
 
We offer membership programs to uninsured and underinsured people through a national healthcare savings network called “CARExpress™.” We designed our programs in response to the growing number of people who can no longer obtain adequate health insurance.  Our programs provide a lower-cost alternative to individuals who are seeking to reduce their out-of-pocket healthcare costs not covered by insurance or who are unable to obtain healthcare insurance due to their medical history, age or occupation.  Acceptance into our health programs is unrestricted and our programs may be utilized by the member’s entire household.
 
Our CARExpress™ Membership Programs
 
We have designed membership programs that range from our traditional health discount programs that provide access to networks of providers that have agreed to provide our members with a reduced rate for services, to membership programs that include limited liability insurance benefits.  We currently offer two families of CARExpress™ membership programs to our members: (i) our CARExpress™ health discount programs, and (ii) our CARExpress Plus™ membership programs.
 
Our CARExpress™ health discount programs encompass all aspects of healthcare, including physicians, hospitals, ancillary services, dentists, prescription drugs, vision care, hearing aids, chiropractic services, alternative care, 24-hour nurseline, medical supplies and equipment, and long-term care facilities which include skilled nursing facilities, assisted living facilities, respite care and home health care.  We provide our members with access to over 1,000,000 healthcare providers through our agreements with CareMark, Aetna, Optum, Outlook Vision, Integrated Health, Three Rivers, International Med-Care and HealthFi International, which are some of the largest and most prestigious national medical networks in the country.
 
Our CARExpress™ health discount programs are not insurance plans. There is no undertaking by us to pay a portion of any fee for services or prescriptions purchased using our CARExpress™ membership cards.  Rather, our health discount programs provide consumers with access to healthcare providers who, through their affiliations with PPOs, have agreed in advance to honor our membership cards and accept the discounted fees set by the PPOs.  Our health discount programs require members to pay the provider at the time of service, thereby eliminating the need to file any insurance claims.  Our members simply present their membership card to the participating provider at the time of the service to receive the discounted price.
 
Our CARExpress Plus™ programs are membership programs comprised of our CARExpress™ health discount programs and limited liability insurance benefits underwritten by U.S. Fire Insurance Company.  Examples of the limited liability insurance benefits included in these programs are accidental death and dismemberment coverage (“AD&D”), accident medical expense coverage (“AME”), accident disability coverage, a daily hospital and intensive care unit (“ICU”) benefit, doctor visit benefits, inpatient/outpatient surgical visit benefits, as well as emergency room and ambulance benefits.  With CARExpress Plus™, our health discount programs provide our members with a “point of service” discount on their healthcare expenses at the time of service.  Then, the limited liability insurance benefits reimburse our members for some, if not all, of the remaining portion of their healthcare expenses.

 
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We believe that millions of Americans can benefit in some manner from joining CARExpress™, whether they have health insurance or not.  We believe that our membership programs are most attractive to the following people and organizations:
 
·  
people without insurance coverage, including self-employed individuals and part-time or temporary employees;
 
·  
people with gaps in their insurance coverage;
 
·  
people who have been turned down for insurance because of age, occupation, medical history, a pre-existing condition, lifestyle or other reasons;
 
·  
people who have reached the yearly and/or lifetime benefit limits of their insurance policies;
 
·  
people who choose alternative healthcare solutions that are often not covered by HMOs, PPOs, or other insurance, or who seek providers not covered by their present health plans;
 
·  
employers that want to provide their employees with a low-cost healthcare program;
 
·  
employees whose employers have terminated or curtailed their health benefits;
 
·  
people who may be underinsured because of restrictions or provisions in their managed care plans, such as limited coverage, high deductibles or co-insurance limits;
 
·  
small businesses, chambers of commerce, employers of temporary or part-time personnel and other businesses seeking affordable health benefits for their employees in order to promote employee loyalty and differentiate their companies in the marketplace; and
 
·  
unions, associations, trade groups and other organizations seeking to increase membership and promote member/customer loyalty by providing or offering a health discount benefit.
 
How CARExpress™ Works
 
People gain access to our network of healthcare providers by paying us monthly membership fees.  Most members pay for our programs on a monthly basis, either through automatic bank drafts or credit cards.  People who do not wish to use either of these payment methods are required to pay annually at the time of enrollment.  Members may cancel their membership at any time.  We also offer a 30-day money-back guarantee so that if a member is not completely satisfied with the program the purchased, the member may cancel their membership and receive a refund of the membership fees paid.
 
Upon enrollment, new members receive a membership kit that includes their CARExpress™ membership card(s) along with instructions on how to use the programs purchased and how to access providers in their area.  Except with respect to hospitals, members select a participating provider, make an appointment with the provider, present their membership card to the provider at the time of service and receive their discount at the time of service.  The provider may verify an individual’s membership status by calling a phone number imprinted on the membership card or reviewing electronic files that we have submitted to the provider.  There are no claim forms or bills to be processed.
 
With regard to hospitals, we utilize the services of a hospital savings company to negotiate discounts with the providers and arrange financing with the members for the payment of the hospital services.  Members may use any accredited hospital in the United States.  Members make no payments to the hospital at the time services are rendered. Instead, they simply present their membership card to the provider at the hospital at the time of service.  The members contact the hospital savings company prior to or after their hospital stay and the hospital savings company negotiates a discounted rate for the hospital services.  The hospital savings company then pays the bill in full for the member and arranges financing with the member directly.

 
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In the event a member purchases one of our CARExpress Plus™ programs, the process is similar.  The member presents his or her CARExpress™ membership card at any of the one million participating providers nationwide to receive their discount in the manner specified above.  After they have received their discount, the member contacts our in-house customer service staff to request a claim form.  We provide a claim form to the member that the member completes and submits directly to the insurance company.  Reimbursement is made directly to the member by the insurance company in accordance with the benefits schedule of their plan.
 
Benefits of Using CARExpress™
 
Our membership programs provide benefits to our members, unions, associations and businesses, and healthcare providers and provider networks.
 
Benefits to Members.  Our membership programs are attractive to our members because our programs provide them with access to a variety of healthcare products and services at discounted prices and, in the case of our CARExpress Plus™ programs, reimbursement for some, if not all, of the remaining portion of their healthcare expenses.  Membership in our membership programs is unrestricted and provides benefits to individuals who, because of their medical history, age, occupation or financial condition, are unable to obtain traditional health insurance. Our membership programs cover each person in the member’s household and can be used as often as they wish.
 
Benefits to Unions, Associations and Businesses.  Our membership programs are attractive to unions, associations, businesses and other organizations with large numbers of members or employees because our programs can assist these organizations in their efforts to attract and retain members and employees by enabling them to offer a more complete healthcare benefits package.
 
Benefits to Healthcare Providers and Provider Networks.  Our membership programs are attractive to physicians, hospitals and other healthcare providers because our programs help healthcare providers and provider networks increase their customer base. Our membership programs are also attractive to provider networks because they increase the likelihood that healthcare providers will affiliate with them to gain access to a greater number of potential customers and patients.
 
Strategy
 
Our strategy is to sustain and expand our position as a provider of unique healthcare membership programs.  We intend to focus predominantly in underserved markets where individuals either have limited or no healthcare benefits. We have developed healthcare membership programs that enable people to access healthcare providers throughout the country for a lower cost.  Through product design, competitive membership pricing and strong distribution channel partners, we plan to fill a significant void in the healthcare market that insurance companies have not addressed.
 
Key elements of our strategy are as follows:
 
Continue to Develop Unique Healthcare Programs For Broad Markets.  Our focus is on the continued development and introduction of unique programs that address the health and lifestyle needs of targeted consumer groups.  By varying the features of our programs, including discounts (medical, consumer and business services) and limited liability insurance benefits, we are able to meet the product and pricing needs of a broad market.  We anticipate that this will allow us to capture a larger share of the healthcare market through existing marketing channels and through establishment of new client relationships.  We intend to continue developing programs for affinity groups, such as unions, small businesses, trade associations and charitable organizations, and intend to enhance our program offerings by combining variations of our current programs with such other healthcare-related programs as health savings accounts and health reimbursement arrangements.
 
Recruit and Retain Marketing and Distribution Partners.  Growth in sales of our membership programs is dependent upon our marketing and distribution partners continuing to market our membership programs to prospective customers and recruit additional marketing and distribution partners to market our membership programs to prospective customers.  We intend to continue to focus our efforts on retaining our existing marketing and distribution partners and obtaining new marketing and distribution partners.  We also plan to improve the productivity of our marketing and distribution partners through lead development, marketing support, sales assistance and training.
 
Leverage our PPOs and Provider Networks.  While we currently have contractual relationships with several large, well-recognized and fully developed PPO and provider networks, we intend to continuously assess the capabilities of our PPOs and provider networks and work towards making alternative healthcare solutions available to our members.  We believe that our large provider base enhances our membership programs with market credibility, and we intend to leverage this credibility to further our market penetration.

 
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Provide High Quality Customer Service.  In order to achieve our anticipated growth and to ensure member, healthcare provider and marketing and distribution partner loyalty, we intend to continue to develop and invest significantly in our customer service systems.  Our in-house customer service staff provides members, healthcare providers and marketing and distribution partners with prompt, courteous, and complete information about all aspects of our membership programs.  We have also developed a proprietary computer database system that provides customer service representatives with immediate access to provider demographic data and member information, including the components of each member program or plan and the details a member requires to properly utilize the program. 
 
Develop Private-Label Product Offerings.  To complement individual and group sales and lead generation accomplished through our marketing and distribution partners, we are attempting to promote sales of our membership programs to groups and self-funded employers.  We have implemented a number of private-label program offerings for specific markets and entities.  We plan to leverage off our current administrative and product development systems to continue to provide private-label availability to organizations that can commit to significant levels of sales of these programs.
 
Customers
 
Our primary target customer group is comprised of the approximately 46 million Americans who have no health insurance of any kind.  This group includes self-employed individuals and part-time or temporary employees, and people who have been turned down for insurance because of age, occupation, medical history, lifestyle or other reasons. Our secondary target customer group is comprised of the millions of Americans who lack complete health insurance coverage. This group includes people with gaps in their insurance coverage, employees paying large deductibles or premiums, and employees who do not receive adequate insurance coverage through their employers. It also includes people who are underinsured because of restrictions or provisions in their managed care plans, such as limited coverage, high deductibles or co-insurance limits, people who have been turned down for insurance coverage for a medical procedure due to a pre-existing condition clause, and people who have been turned down for insurance because of age, occupation, medical history, lifestyle or other reasons.
 
Our CARExpress™  Membership Programs
 
We have designed two distinct groups of membership programs that we currently offer to our members: (i) our CARExpress™ health discount programs, and (ii) our CARExpress Plus™ membership programs.  Our CARExpress™ health discount programs enable our members to engage in point-of-service transactions directly with participating healthcare providers and pay discounted prices that are similar in amount to those paid by insurance companies on behalf of their insureds.  Our CARExpress Plus™ programs are comprised of variations of our comprehensive CARExpress™ health discount program and limited liability insurance benefits underwritten by U.S. Fire Insurance Company.  With CARExpress Plus™, our health discount programs provide our CARExpress™ Health Discount Programs
 
We sell our CARExpress™ health discount programs directly and indirectly through a variety of marketing and distribution partners.  Our programs typically range in price from $9.95 to $39.95 per month, depending upon the program selected. We also offer features to encourage potential members to try out our CARExpress™ health discount programs, including refund guarantees and “trial” periods of free or discounted membership.  Healthcare products and services are bundled, priced and marketed using relationship marketing strategies or direct marketing to target the profiled needs of our customers. The discounted prices paid by our members typically range from 10% to 50% off providers’ usual and customary fees.  These discounts are designed to save the individual substantially more than the cost of the program itself.
 
We currently offer five standard CARExpress™ health discount programs that provide benefits that range from prescription drug and vision care to comprehensive physician, hospital, vision, dental and other care.  A description of each of our six standard programs is provided below.
 
Comprehensive Care Program.  This program is designed for individuals and families with no health insurance.  It provides members with access to almost all of the products and services accessible through our PPOs and provider networks, including physician, hospital and ancillary care, dental and vision care, retail and mail order pharmacy, 24-hour nurseline, hearing care, chiropractic and complementary alternative care, medical supplies and equipment, and long-term care facilities.  Our comprehensive care program targets those with little or no insurance, or those with only catastrophic coverage.  We believe that our comprehensive care program is of particular interest to consumers who are not covered by group health or individual benefit plans.  The monthly retail price for this membership program is $39.95 per household.
 
Supplemental Care Program.  This program is designed for individuals and families who are underinsured and offers everything our comprehensive care program offers, except for access to doctors and hospitals.  Our supplemental care program generally presumes the member has some level of basic health insurance coverage.  It offers services that are typically not covered under a traditional health insurance plan or an insurance plan that may have certain coverage limits.  This program typically is marketed as an add-on service alongside an existing health insurance plan or as a stand-alone product for those who have health insurance but with minimal benefits for prescription or other ancillary services.  The monthly retail price for this membership program is $29.95 per household.

 
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Preferred Program.  This program is designed for individuals and families who are underinsured and need to save on the basic health services not covered under a traditional health insurance plan.  It offers savings on prescriptions, vision and dental care, and a 24-hour nurse line.  The monthly retail price for this membership program is $19.95 per household.
 
Dental & Vision Care Program.  This program is designed for individuals and families who typically have health insurance, but who do not have either dental care or vision care.  The monthly retail price for this membership program is $14.95 per household.
 
Prescription & Vision Care Program.  This program is designed to offer members an inexpensive way to save money on prescriptions and vision care.  This program is our low-cost entry program.  The monthly retail price for this program is $9.95 per household.
 
CARExpress Plus™  Membership Programs
 
We sell our CARExpress™ health discount programs in combination with limited liability insurance benefits underwritten by U.S. Fire Insurance Company as part of our CARExpress Plus™ membership programs, made available through our agreement with American Advantage Association.  Limited insurance benefit policies are less expensive than traditional comprehensive healthcare insurance and do not require the member to undergo any medical underwriting.  As a result, they are generally available to everyone, regardless of their health conditions.  The policies usually operate on an indemnity basis, reimbursing the member for certain of his or her incurred healthcare costs.  These policies pay a certain amount for designated healthcare services.  For instance, a member could choose a program entitling him or her to $250, $500 or $1,000 per day of hospitalization, with additional scheduled benefits for intensive care stays and surgery, for up to 180 days in a calendar year.
 
Our CARExpress Plus™ programs typically range in price from $99 to $498 per month, depending upon the program selected. We market these programs directly and indirectly through insurance companies and independent third parties.  Our CARExpress Plus™ programs provide an innovative and affordable solution to individuals who previously could not afford a comprehensive medical plan.  These programs are bundled, priced and marketed utilizing relationship marketing strategies to target the profiled needs of the clients’ particular member base.
 
We currently offer three standard CARExpress Plus™ programs.  A description of each of these programs is provided below.
 
CARExpress Plus™ Platinum Program.  This program is our premium CARExpress Plus™ program.  It is comprised of a variation of our CARExpress™ Comprehensive Care Program that includes on-line physician and psychologist services, and limited liability insurance benefits consisting of AD&D coverage of $50,000, AME coverage of $2,500, accident disability coverage of $400 per month for up to 12 months, a daily hospital benefit of $1,000 for up to 180 days, a daily ICU benefit of $1,000 for up to 14 days, $75 for up to eight doctor visits, inpatient/outpatient surgical visits of up to $20,000 per year, $100 for emergency room visits for up to three visits per person per year and $100 for ambulance services for up to three times per person per year.  The monthly retail price for this membership program is $228 for an individual and $498 for a family.
 
CARExpress™ Plus Gold Program.  This program is our mid-level CARExpress Plus™ program.  It is comprised of a variation of our CARExpress™ Comprehensive Care Program that includes on-line physician services, and limited liability insurance benefits consisting of AD&D coverage of $25,000, AME coverage of $2,500, accident disability coverage of $400 per month for up to 12 months, a daily hospital benefit of $500 for up to 180 days, a daily ICU benefit of $500 for up to 14 days, $50 for up to six doctor visits, inpatient/outpatient surgical visits of up to $20,000 per year, $75 for emergency room visits for up to three visits per person per year and $100 for ambulance services for up to three times per person per year.  The monthly retail price for this membership program is $137 for an individual and $285 for a family.
 
CARExpress™ Plus Silver Program.  This program is our low-cost entry CARExpress Plus™ program.  It is comprised of our CARExpress™ Comprehensive Care Program and limited liability insurance benefits consisting of AD&D coverage of $10,000, AME coverage of $1,000, a daily hospital benefit of $250 for up to 180 days, a daily ICU benefit of $250 for up to 14 days, $50 for up to five doctor’s visits, inpatient/outpatient surgical visits of up to $20,000 per year, $50 for emergency room visits for up to three visits per person per year and $100 for ambulance services for up to three times per person per year.  The monthly retail price for this membership program is $99 for an individual and $225 for a family.

 
9

 

Healthcare Providers
 
We do not contract directly with any of the physicians, dentists, hearing care specialists, eye care specialists or other healthcare providers that participate in our CARExpress™ health savings network.  Instead, we contract with PPOs or their affiliates and other provider networks for access to the discounted rates they have negotiated with their healthcare providers.  We select and utilize only those provider networks that we believe can deliver adequate savings to our members while providing adequate support for our membership programs with the healthcare providers.  We typically pay a per member per month fee for use of a provider network that is determined in part based on the number of providers participating in the network, the number of our members accessing the network, and the particular products and services utilized by our members.  We only pay fees for those members authorized to utilize the network.  The agreements through which we have contracted for access to the PPO or other provider networks are generally for a term of between one and two years, may be terminated by either party on between 45 and 180 days’ prior written notice, and renew automatically for additional terms unless so terminated.  Most of these agreements are not exclusive as it is not customary in the discount medical plan industry for PPOs to agree to work exclusively with a single healthcare savings organization, and most contain provisions maintaining the confidentiality of the terms of the agreement.
 
The principal suppliers of the over 1,000,000 healthcare providers that comprise CARExpress™ are CareMark, Aetna, Optum, Outlook Vision, Integrated Health and Three Rivers and. Aetna (Aetna Dental Access) is the actual network name and it is administered through National Benefit Builders. Aetna does not contract directly for this network and instead requires users to contract with their administrator for access to their network.  Likewise, Integrated Health and Three Rivers are also networks and are contracted through First Access, Inc., who is the administrator for these networks. Under our various agreements with these PPOs or their respective affiliates, our members are provided with access to their network of healthcare providers in varying combinations of specialties and at varying discounts from the scheduled prices for covered products and services.  Although we have arrangements in place with several secondary networks, these PPOs currently supply the provider commitments for almost all of our members.  If we lose our arrangement with any of these PPOs for any reason, we would attempt to establish a primary relationship with one of our secondary suppliers.  If we are unable to replace the lost arrangement with a similar arrangement with another provider network, however, our business may be adversely affected.
 
We can provide no assurance that our contracts with these PPOs and their affiliates will not expire or be terminated by us or them, nor can we provide any assurance that we will be able to replace the services available to our members under these agreements in the event they do expire or are terminated.  In addition, we can provide no assurance that these organizations will refrain from partnering with one of our competitors or competing directly with our membership programs.  Accordingly, the expiration or termination of these relationships, or the decision by any of these organizations to partner with one of our competitors or compete directly with us, may have a material adverse effect on our business, financial performance and results of operations.
 
Marketing and Distribution
 
We market our membership programs directly to individual consumers through our direct sales force, television, radio, newspapers, magazines and the Internet.  We also market and support our membership programs through our CARExpress™ Web site at www.carexpresshealth.com.  Our CARExpress™ Web site enables consumers to review our membership programs, our healthcare providers and their locations, the products and services available through our healthcare providers, and the discounts and special promotions available to members for their products and services.  Consumers can also purchase our membership programs through our CARExpress™ Web site by filling out an application online.  Direct sales to consumers provide us with higher long-term margins on sales because we do not have to pay commissions to any intermediary organization.  In addition, the advertising and marketing campaigns that we engage in to target consumers provide us with increased market awareness and support for the brokers, agents, small businesses, unions and associations comprising our other marketing and distribution channels.
 
We also market our membership programs indirectly through brokers and agents, small businesses and trade associations, unions and associations, and marketing companies.
 
Brokers and Agents.  We sell our membership programs through licensed insurance brokers and agents by entering into commission-sharing arrangements with them under which they market and sell our membership programs to individual consumers through large employer groups, life insurance companies and associations.  Our membership programs are not competitive with the insurance products they sell, but instead are complementary program offerings.  Brokers and agents typically offer our membership programs as a complementary value-added program to the traditional insurance products that they sell.  We estimate that a total of between 250 and 300 such brokers and agents currently market our membership programs to prospective customers, none of whom represent 10% or more of our revenues.  The brokers and agents that we utilize typically offer and sell our membership programs on a part-time basis and may engage in other related or unrelated business activities, including selling the products or services of our competitors.  Most of the prospective customers to whom brokers and agents market our programs are current clients of the brokers and agents who have purchased products or services through the brokers and agents in the past.  The other prospective customers are new clients that the brokers and agents have identified through their own efforts.

 
10

 

Small Businesses and Trade Associations.  We use small businesses, trade associations, charitable organizations and similar organizations to market our membership programs to their members and employees.  Under these types of arrangements, we customize our health membership cards by adding the sponsoring organization name and/or logo on the card and provide access to our networks as well as all required fulfillment services.  We believe that these private label cards are attractive to these organizations because the cards will enable them to more closely identify themselves with the benefits provided to their members.  Moreover, we believe that the preexisting relationship between the sponsor and its employees or members will enhance the likelihood that the employee or member will purchase our health membership cards.  These organizations may purchase our membership programs for their employees or members, or subsidize a portion of the monthly membership fees of our programs for their employees or members.  No fee will typically be paid by us to such organizations if the organizations opt to purchase or subsidize our programs.  Alternatively, these organizations may simply offer their employees or members the opportunity to purchase our programs directly from us or through a payroll deduction plan.  In this event, we will typically pay such organizations a marketing fee for each membership sold.
 
Unions and Associations.  We market our membership programs to unions, associations, corporations and similar organizations.  These organizations provide us with the opportunity to acquire a large group of members.  Group accounts provide us with higher retention rates for memberships because of factors such as organization sponsorship of its members or employees, subsidizing of monthly membership fees by such organizations, and lower cost memberships to members or employees resulting from significantly lower prices charged to the organization.  These organizations may purchase our membership programs for their employees or members, or subsidize a portion of the monthly membership fees of our programs for their employees or members.  We do not typically pay a marketing fee to the organizations if the organizations opt to purchase or subsidize our programs.  Alternatively, these organizations may simply offer their employees or members the opportunity to purchase our programs directly from us or through a payroll deduction plan.  In this case, we typically pay the organizations a marketing fee for each membership sold.
 
Marketing Organizations.  We utilize the services of marketing organizations, such as web marketing firms, to market our membership programs to prospective customers, such as individual consumers and employers typically having less than 50 employees.  Marketing organizations are groups of sales persons that market our membership programs directly to prospective customers through face-to-face contact and such media as television, radio, internet and print ads.  We pay our marketing organizations fees that are typically comprised of a commission on the sale price of the membership program and/or an up-front fee per member generated.  The amount of the commissions and up-front fees that we pay to marketing organizations are determined based on the type of membership programs being sold by the marketing organizations and the number of members being generated over a set period of time by the marketing organizations.
 
Customer Service, Training and Support
 
We believe that providing superior customer support is critical to our business.  Currently, we maintain an in-house customer service center at our corporate headquarters in Horsham, Pennsylvania, where we employ full-time customer service representatives and utilize the services of temporary customer service representatives on an as-needed basis.  Our customer service center is available to members and may be accessed via e-mail or toll-free numbers, Monday through Friday, from 8:00 a.m. to 11:00 p.m. Eastern Standard Time.  We also utilize an outside call center for after-hours calls so that we are able to provide full 24-hour toll-free coverage for our members.  Our customer service center provides dependable and timely resolution of customer technical inquiries and is available to customers by telephone and e-mail.  Our customer service center staff delivers education, training and pre-sales support to our members, employers and other sponsoring organizations, and healthcare providers and provider networks.  We also offer online training to our customers and resellers to provide them with the knowledge and skills to successfully deploy, use and maintain our products.  Our customer service staff is responsible for handling general customer inquires, answering questions about the ordering process, updating and maintaining customer account information, investigating the status of orders and payments, as well as processing customer orders.  In addition, our customer service staff proactively updates customers on a variety of topics, including release dates of new products and updates to existing products.
 
We operate in a fully-equipped facility with a state-of-the-art computer and telecommunications room that is wired to handle our growing needs and provides us with the capacity to expand our customer service base to approximately 80 customer service agents.  Our proprietary computer database system provides our customer service representatives with immediate access to provider demographic data and member information, including the components of each member program or plan and the details a member requires to properly utilize the program.  All new customer service representatives are required to complete a training course before beginning to take calls and attend on-the-job training thereafter.  Through our training programs, systems and software, we seek to provide members with friendly, rapid and effective answers to questions.  We continue to work closely with our healthcare providers and organizations to ensure that their representatives are knowledgeable about our membership programs.
 
We provide extensive training to our marketing and distribution partners to assure that they accurately represent our products and services.  This training is available in a variety of forms, including a training manual, audiotapes and videotapes, local and regional training meetings and weekly conference calls.  The training encompasses both product training as well as marketing training and sales techniques.  We have also implemented policies and procedures in place to control any advertising or promotions that are utilized by our marketing and distribution partners.  We believe these policies and procedures are necessary to assure the proper representation of the program at all times and include the pre-approval of all advertising, adherence to anti-spamming and anti-fax blasting rules, and limits where the representatives can advertise our programs.  The failure of a representative to follow these rules can result in termination of the representative’s relationship with us.

 
11

 

Technology
 
We have made substantial investments in our proprietary technology and management information systems.  We have a state-of-the-art telecommunication network and computer system for our executive officers and customer service staff. Our management information systems were designed in-house and are used in most aspects of our business, including maintaining member eligibility and demographic information maintaining representative information paying commissions, maintaining a database of all healthcare providers and providing healthcare provider locator services, drafting members’ accounts on a monthly basis, and tracking of cash receipts and revenue.  We have also created an extensive CARExpress™ Web site for our membership programs at www.carexpresshealth.com that provides information about the various healthcare products and services available, allows for healthcare provider searches, answers questions, provides savings schedules, and allows new members and representatives to enroll online.  It also allows our marketing and distribution partners to access support and training files and to view their genealogy and commission information through a password-protected area.  Our CARExpress™ Web site is set up as a “self-replicating” website to allow our marketing and distribution partners to obtain a copy of the website under a unique web address.
 
Competition
 
The discount medical plan industry is rapidly evolving and competition for members is becoming increasingly intense.  Competitors vary in size and in scope and breadth of the products and services they offer.  We offer membership programs that provide products and services similar to or directly in competition with products and services offered by PPOs, HMOs, healthcare membership programs, retail pharmacies, mail order prescription companies, and other ancillary healthcare insurance organizations.  Competition for new representatives is also intense, as these individuals have a variety of products that they can choose to market, whether competing with us in the healthcare market or not.
 
We believe that success in the discount medical plan industry is dependent upon the ability of companies to:
 
·  
identify retail markets and outlets, unions and associations, and consumers that may benefit from healthcare membership programs;
 
·  
maintain contracts with reputable PPOs and provider networks that offer substantial healthcare savings and reputable insurance companies that offer affordable health insurance policies;
 
·  
develop and implement effective marketing and advertising campaigns;
 
·  
provide programs comparable or superior to those of competitors at competitive prices;
 
·  
enhance the quality and breadth of the membership programs offered;
 
·  
provide high quality customer service;
 
·  
offer substantial savings on the major-medical costs such as hospital and surgical costs;
 
·  
combine the programs with affordable insurance policies that have high deductibles or set pre-defined payment for hospitalization;
 
·  
adapt quickly to evolving industry trends or changing market requirements;
 
·  
satisfy investigations on the part of state attorney generals, insurance commissioners and other regulatory bodies; and
 
·  
hire and retain marketing and distribution partners and finance promotions for the recruiting of new members and marketing and distribution partners.
 
Our principal competitors include Alliance HealthCard, Inc., AmeriPlan, Best Benefits, Careington International, Family Care, Full Access Medical, International Association of Businesses, New Benefits, Inc. and People’s Benefit Services.  People’s Benefit Services focuses generally on the provision of retail and mail order pharmacy services and vision and dental care, and thus competes with only a portion of our membership programs.  Alliance HealthCard, Inc., AmeriPlan, Best Benefits, Careington International, Family Care, Full Access Medical and New Benefits provide a broader range of products and services including hospital, physician, 24-hour nurseline, chiropractic and nursing home care, and thus compete with our full range of membership programs.  Our principal competitors generally offer their membership programs at a monthly or annual fee that is equal to or greater than the monthly fees that we charge for comparable membership programs, and offer cancellation privileges, refund guarantees, and trial periods of free or discounted memberships similar in nature and amount to those that we offer.

 
12

 

We also face current and potential competition from insurance carriers, third-party administrators, retail pharmacies, financial institutions, federal and state governments, PPOs, HMOs and other healthcare networks.  We face additional competition due to a trend among healthcare providers and insurance companies to combine and form networks in order to contract directly with small businesses and other prospective customers to provide healthcare services.  A number of companies offer health membership programs that are localized geographically, or specialized in certain service categories such as dental, chiropractic, or pharmacy only.  Recently, several of the major drug manufacturers have begun, or announced plans to begin, offering prescription discount cards for their own drug brands.
 
Some of our current and potential competitors have longer operating histories and significantly greater financial, technical, marketing, administrative and other resources than we do.  They may have significantly greater name recognition, established marketing relationships and access to a larger installed base of customers.  In addition, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to design customized products to better address customer needs.  Accordingly, new competitors or alliances among competitors may emerge and rapidly acquire significant market share.  Increased competition may result in price reductions, reduced gross margins and loss of market share, any of which could have a material adverse affect on our business, financial condition and results of operations.
 
Regulatory and Legislative Issues
 
We are subject to a variety of laws and regulations applicable to companies engaged in the healthcare industry.  Because the nature of our services is relatively new and the discount medical plan industry is rapidly evolving, we may not be able to accurately predict which regulations will be applied to our business and we may become subject to new or amended regulations.
 
State Discount Health Program Regulations.  In recent years, more than 20 states have enacted legislation that specifically addresses the operation and marketing of discount health programs like ours.  Additional states are expected to enact such legislation in the future.  The laws vary in scope.  Some apply to discounts on all health care purchases.  Some regulate only prescription discounts.  Some exclude prescription discounts but regulate other services.  The laws also vary in operation.  Some contain only provisions that relate to the operation and marketing of discount health plans and some require licensing and registration.  Because such legislation and regulations are newly enacted or adopted, we do not know the scope and full effect on our operations.  There is also the risk that a state will adopt regulations or enact legislation restricting or prohibiting the sale of our health discount programs in the state.  Compliance with these laws and regulations on a state-by-state basis is costly and cumbersome and may have a material adverse effect on our financial position in the future.
 
Compliance with federal and state regulations is generally our responsibility.  The discount medical plan industry is especially susceptible to charges by the media of regulatory noncompliance and unfair dealing.  As is often the case, the media may publicize perceived non-compliance with consumer protection regulations and violations of notions of fair dealing with consumers.  Our failure to comply with current, as well as newly enacted or adopted, federal and state regulations could have a material adverse effect upon our business, financial condition and results of operations in addition to the following:
 
·  
non-compliance may cause us to become the subject of a variety of enforcement or private actions;
 
·  
compliance with changes in applicable regulations could materially increase the associated operating costs;
 
·  
non-compliance with any rules and regulations enforced by a federal or state consumer protection authority may subject us or our management personnel to fines or various forms of civil or criminal prosecution; and
 
·  
non-compliance or alleged non-compliance may result in negative publicity potentially damaging our reputation and the relationships we have with our members, provider networks and consumers in general.
 
Insurance Regulations.  Our membership programs are not insurance programs and we are not subject to regulation as an insurance company or as a seller of insurance in connection with the sale of our membership programs.  Occasionally, we receive inquires from insurance commissioners in various states that require us to supply them with information about our membership programs.  To date, these agencies have concurred with our view that our health discount programs are not a form of insurance.  We can provide no assurance that this situation will not change in the future, or that an insurance commissioner will not successfully challenge our ability to offer our membership programs without compliance with state insurance regulations in the future.  Furthermore, states may adopt regulations or enact legislation that may affect the manner by which we sell our membership programs or restrict or prohibit the sale of our membership programs.  If we do not comply with the regulations or legislation of these states, we may be prevented from selling our programs in these states or may be subject to fines and penalties that could have a material adverse affect on our operations and financial condition.

 
13

 

Government regulation of health insurance, healthcare coverage and health membership plans is a changing area of law and varies from state to state.  The sale of insurance products and the licensing of insurance brokers and agents are subject to regulation and supervision, predominantly by state authorities.  While the scope of regulation and form of supervision may vary from state to state, insurance laws relating to the sale of insurance products and licensing of insurance brokers and agents are often complex and generally grant broad discretion to supervisory authorities in adopting regulations.  These regulations extensively cover operations, including scope of benefits, rate formula, delivery systems, utilization review procedures, quality assurance, enrollment requirements, claim payments, marketing and advertising.  States have broad powers over the granting, renewing and revoking of licenses and approvals, marketing activities and the receipt of commissions.  Although we are not an insurance company, the insurance companies from which we obtain the limited insurance benefits included in our CARExpress Plus™ membership programs are subject to various federal and state regulations applicable to their operations.  We must rely on the insurance companies that provide the limited insurance benefits that we offer as part of our CARExpress Plus™ membership programs to carefully monitor state and federal legislative and regulatory activity as it affects their insurance products and services.  These insurance companies must comply with constantly evolving regulations and make changes occasionally to services, products, structure or operations in accordance with the requirements of those regulations.  We may also be limited in how we market and distribute our CARExpress Plus™ membership programs as a result of these laws and regulations.  Additional governmental regulation or future interpretation of existing regulations may increase the cost of compliance or materially affect the insurance products and services offered by us and, as a result, our results of operations.
 
We market our CARExpress Plus™ membership programs through an association that has been formed to provide various consumer benefits to its members.  This association may include in its benefit packages insurance products that are issued under group or blanket policies covering the association’s members.  Our ability to offer limited insurance benefits for inclusion in these benefit packages may be affected by governmental regulation or future interpretation of existing regulations that may increase the cost of regulatory compliance or affect the nature and scope of products that we may make available to such associations.  In addition, most states allow these programs to be sold under certain circumstances without a licensed insurance agent making each sale.  If a state later determines that our sales of these programs do not comply with its regulations, our ability to continue selling these programs would be affected and we might be subject to fines and penalties and may have to issue refunds or provide restitution to the association and its members.
 
Product Claims and Advertising Laws.  The Federal Trade Commission and certain states regulate advertising, product claims, and other consumer matters.  The Federal Trade Commission may institute enforcement actions against companies for false and misleading advertising of consumer products.  In addition, the Federal Trade Commission has increased its scrutiny of the use of testimonials, similar to those used by us and the marketing companies, brokers and agents marketing our membership programs.  While we have not been the target of any Federal Trade Commission enforcement actions, we can provide no assurance that:
 
·  
the Federal Trade Commission will not question our advertising or other operations in the future;
 
·  
a state will not interpret product claims presumptively valid under federal law as illegal under that state’s regulations; or
 
·  
future Federal Trade Commission regulations or decisions will not restrict the permissible scope of such claims.
 
We are also subject to the risk of claims by brokers and agents and their respective customers who may file actions on their own behalf, as a class or otherwise, and may file complaints with the Federal Trade Commission or state or local consumer affairs offices.  These agencies may take action on their own initiative against us for alleged advertising or product claim violations, or on a referral from brokers, agents, customers or others.  Remedies sought in these actions may include consent decrees and the refund of amounts paid by the complaining brokers, agents or consumer, refunds to an entire class of brokers, agents or customers, client refunds, or other damages, as well as changes in our method of doing business.  A complaint based on the practice of one broker or agent, whether or not we authorized the practice, could result in an order affecting some or all of the brokers and agents that we use in a particular state.  Also, an order in one state could influence courts or government agencies in other states considering similar matters.  Proceedings resulting from these complaints could result in significant defense costs, settlement payments or judgments and could have a material adverse effect on us.
 
Healthcare Regulation and Reform.  On March 23, 2010, President Obama signed comprehensive health reform, the Patient Protection and Affordable Care Act, into Law.  The new Law, and changes made to the Law by subsequent legislation, focuses on provisions to expand coverage, control health care costs, and improve the health care delivery system. Government regulation and reform of the healthcare industry may also affect the manner in which we conduct our business in the future. There continues to be diverse legislative and regulatory initiatives at both the federal and state levels to affect aspects of the nation’s health care system.  Many states have enacted, or are considering, various healthcare reform statutes.  These reforms relate to, among other things, managed care practices, prompt pay payment practices, health insurer liability and mandated benefits.  Most states have also enacted patient confidentiality laws that prohibit the disclosure of confidential information.  As with all areas of legislation, the federal regulations establish minimum standards and preempt conflicting state laws that are less restrictive but will allow state laws that are more restrictive.  We expect this trend of increased legislation to continue. We are unable to predict what state reforms will be enacted or how they would affect our business.

 
14

 

In addition, some members of Congress may attempt to modify or repeal the new comprehensive health reform bill that was signed into Law on March 23, 2010. We cannot predict what other healthcare initiatives, if any, will be implemented at the federal or state level, or the effect any future legislation or regulation will have on us.  However, an expansion of the government’s role in the U.S. healthcare industry could have a material adverse affect on our financial condition and results of operations.
 
Intellectual Property Rights
 
Our intellectual property rights are important to our business.  We rely upon confidentiality procedures and contractual provisions to protect our business, proprietary technology and CARExpress™ brand.  Our general policy is to enter into confidentiality agreements with our employees and consultants, and nondisclosure agreements with all other parties to whom we disclose confidential information.  We have obtained registered trademarks from the United States Patent and Trademark Office for the words “CARExpress™” and “CARExpress Plus™” as well as our CARExpress™ brand.  We may apply for legal protection for certain of our other intellectual property in the future.  We can provide no assurance, however, that we will receive such legal protection or that, if received, such legal protection will be adequate to protect our intellectual property rights.
 
Employees
 
As of April 11, 2012 we had 10 employees.  Of this number, 8 were full-time employees and 2 were part-time employees.  We utilize the services of consultants, advisors and temporary customer service representatives.  None of our employees are represented by a labor union, and we have never experienced a work stoppage.  We believe that our relations with our employees are good.
 
How to Contact Us
 
The Company’s principal executive offices are located at 120 Gibraltar Road, Suite 107, Horsham, PA 19044. Our telephone number is (215) 682-7114.
 
Effect of Existing or Probable Governmental Regulations
 
The Company’s common stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“1934 Act”). As a result of such registration, the Company is subject to Regulation 14A of the “1934 Act,” which regulates proxy solicitations. Section 14(a) requires all companies with securities registered pursuant to Section 12(g) thereof to comply with the rules and regulations of the Commission regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to stockholders of the Company at a special or annual meeting thereof or pursuant to a written consent will require the Company to provide its stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the Commission at least 10 days prior to the date that definitive copies of this information are forwarded to stockholders.
 
The Company is also required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Commission on a regular basis, and will be required to disclose certain events in a timely manner, (e.g. changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.
 
WE WILL BE SUBJECT TO THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY ACT.  IF WE ARE UNABLE TO TIMELY COMPLY WITH SECTION 404 OR IF THE COSTS RELATED TO COMPLIANCE ARE SIGNIFICANT, OUR PROFITABILITY, STOCK PRICE AND RESULTS OF OPERATIONS AND FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY AFFECTED.
 
The Company is required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which requires that we document and test our internal controls and certify that we are responsible for maintaining an adequate system of internal control procedures for the 2011 fiscal year.  This section also requires that our independent registered public accounting firm opine on those internal controls and management’s assessment of those controls.  We are currently evaluating our existing controls against the standards adopted by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  During the course of our ongoing evaluation and integration of the internal controls of our business, we may identify areas requiring improvement, and we may have to design enhanced processes and controls to address issues identified through this review (see Item 9A, below for a discussion our internal controls and procedures).
 
We believe that the out-of-pocket costs, the diversion of management’s attention from running the day-to-day operations and operational changes caused by the need to comply with the requirement of Section 404 of the Sarbanes-Oxley Act could be significant.  If the time and costs associated with such compliance exceed our current expectations, our results of operations and the future fillings of our Company could be materially adversely affected.

 
15

 

Reports to Security Holders
 
The public may view and obtain copies of the Company's reports, as filed with the Securities and Exchange Commission, at the SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Information on the Public Reference Room is available by calling the SEC at 1-800-SEC-0330. Additionally, copies of the Company's reports are available and can be accessed and downloaded via the internet on the SEC's internet site at http://www.sec.gov.
 
Item 1A. Risk Factors.
 
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. The last time we held an annual meeting of shareholders was February 4, 2004.  The last time we held an election of Directors was February 3, 2005 when two Directors were removed from the Board of Directors and two people were elected to serve on the Board of Directors.  We do not plan on holding an annual meeting of shareholders during 2012.  However, we do plan to hold an annual meeting of shareholders in May or June of 2013.
 
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.
 
Item 1B. Unresolved Staff Comments.
 
Not applicable.
 
Item 2. Properties.
 
The Company does not own any real estate.
 
Our corporate headquarters and sole business office is located at 120 Gibraltar Road, Suite 107, Horsham, Pennsylvania 19044, where we lease approximately 7,100 square feet of space. Our current monthly rent and operating expense payment is approximately $13,500.  On November 13, 2009, we entered into an amendment to this lease to extend the term of the lease from May 31, 2010 to May 31, 2013.  We believe that our office space is adequate to support our current operations and projected growth in our operations over the next 12 months.
 
Item. 3. Legal Proceedings.
 
The Company is not the subject of any pending legal proceedings to the knowledge of management, nor is there any presently contemplated against the Company by any federal, state, or local government agency.  Further, to the knowledge of management, no director or executive officer is a party to any action in which his interest is adverse to the Company.
 
Item 4. Mine Safety Disclosures.
 
Not applicable.

 
16

 

PART II
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
As of the date of this Annual Report, the Company’s Common Stock is quoted on the Over-the-Counter Bulletin Board under the symbol “NHPR.” The market for the Company’s Common Stock is limited, volatile and sporadic and the price of the Company’s Common Stock could be subject to wide fluctuations in response to quarterly variations in operating results, news announcements, trading volume, sales of Common Stock by officers, directors and principal shareholders of the Company, general market trends, changes in the supply and demand for the Company’s shares, and other factors. The following table sets forth the high and low sales prices for each quarter relating to the Company’s Common Stock for the last two fiscal years.  These quotations reflect inter-dealer prices without retail mark-up, markdown, or commissions, and may not reflect actual transactions.
 
Fiscal 2011
 
High
   
Low
 
             
First Quarter
 
$
.04
   
$
.02
 
Second Quarter
 
$
.02
   
$
.01
 
Third Quarter
 
$
.01
   
$
.01
 
Fourth Quarter
 
$
.01
   
$
.01
 
                 
Fiscal 2010
 
High
   
Low
 
                 
First Quarter
 
$
.08
   
$
.04
 
Second Quarter
 
$
.06
   
$
.03
 
Third Quarter
 
$
.03
   
$
.01
 
Fourth Quarter
 
$
.05
   
$
.01
 
 
Our common stock is considered a “penny stock.” The application of the “penny stock” rules to our common stock could limit the trading and liquidity of the common stock, adversely affect the market price of our common stock and increase your transaction costs to sell those shares.  The Commission has adopted regulations which generally define a “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.
 
Shareholders should be aware that, according to SEC Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the volatility of our share price.
 
Our management is aware of the abuses that have occurred historically in the penny stock market.
 
Holders
 
As of April 11, 2012, the number of shareholders of record of our common stock was 79.
 
Dividends
 
The Company has not declared any cash dividends with respect to its common stock or preferred stock during the last two fiscal years and does not intend to declare dividends in the foreseeable future. There are no material restrictions limiting or that are likely to limit the Company’s ability to pay dividends on its outstanding securities.

 
17

 

Transfer Agent
 
The transfer agent for our common stock is Interwest Transfer Company, Inc., 1981 East Murray Holladay Road, Suite 100, P.O. Box 17136, Salt Lake City, UT 84117.
 
Recent Issuance of Unregistered Securities
 
Since December 31, 2011, we have not issued any unregistered securities:
 
During our fiscal quarter ended December 31, 2011, we issued the following securities without registration under the Securities Act:
 
On October 14, 2011, we issued 8,000,000 unregistered shares of our common stock to a consultant for services valued at $16,000.
 
On October 17, 2011, we issued 6,000,000 unregistered shares of our common stock to a consultant for services valued at $18,000.
 
The Company did not utilize or engage a principal underwriter in connection with any of the above securities transactions. The above securities were only offered and sold to “accredited investors” as that term is defined in Rule 501 of Regulation D, promulgated under the Securities Act of 1933, as amended. Management believes the above shares of common stock were issued pursuant to the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.
 
Issuer Purchases of Equity Securities
 
None.
 
Item 6. Selected Financial Data.
 
Not applicable.
 
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.
 
Cautionary Forward - Looking Statement
 
The following discussion should be read in conjunction with our financial statements and related notes.
 
Certain matters discussed herein may contain forward-looking statements that are subject to risks and uncertainties. Such risks and uncertainties include, but are not limited to, the following:
 
·  
the volatile and competitive nature of our industry,
 
·  
the uncertainties surrounding the rapidly evolving markets in which we compete,
 
·  
the uncertainties surrounding technological change of the industry,
 
·  
the success of marketing efforts by third parties,
 
·  
the changing demands of customers and
 
·  
the arrangements with present and future customers and third parties.

 
18

 

Should one or more of these risks or uncertainties materialize or should any of the underlying assumptions prove incorrect, actual results of current and future operations may vary materially from those anticipated. See also the disclosures under “Cautionary Statement” following the Table of Contents in this Annual Report.
 
Overview
 
We are a national healthcare membership organization that was formed to address the need for affordable healthcare nationwide.  We create, market and sell membership programs to predominantly underserved markets in the healthcare industry through a national healthcare savings network called CARExpress™.  CARExpress™ is a network of hospitals, doctors, dentists, pharmacists and other healthcare providers comprised of over 1,000,000 healthcare providers that render their services and products to CARExpress™ members at discounted prices.  CARExpress™ enables people to engage in point-of-service transactions directly with these healthcare providers and pay discounted prices to the providers.
 
Our membership programs offer savings on healthcare services to persons who are uninsured or underinsured by providing them with access to the same PPOs that are utilized by employers that self-fund at least a portion of their employees’ healthcare costs.  Our membership programs are also used to supplement benefit plans and fill in the gaps created by the need to reduce health benefits to keep the costs of health insurance reasonable.  We sell our membership programs directly through our sales force and indirectly through brokers and agents, unions and associations, small businesses and other organizations.
 
We are actively engaged in marketing our membership programs to the public.  Our primary objective is to generate increased sales of our membership programs while expanding our position as a provider of unique healthcare membership service programs.  The target market for our membership programs is comprised of individuals who have either limited health benefits or no health benefits.  Our share of this market is currently less than one percent and has been less than one percent since our inception.  Since we are not currently large enough to pursue and support the entire market, we intend to continue to pursue specific opportunities that we identify in this market through our various marketing and distribution channels.  Through product design, competitive membership pricing, and a variety of marketing and distribution partners, we are pursuing opportunities in the healthcare market that insurance companies have not addressed.
 
Operational Metrics
 
Our revenue consists almost exclusively of recurring monthly membership fees that we receive from members of our membership programs.  Our members pay us membership fees each month for the duration of their membership.  The average membership fee per member per month that we receive for our CARExpress™ health discount programs is approximately $35.  Approximately 95% of the CARExpress™ health discount programs that we have sold to our current members consist of our Comprehensive Care Program which is currently sold at a monthly retail price of $39.95.  The remaining CARExpress™ health discount programs that we have sold to our current members consist of a mix of our less expensive programs.  Approximately 90% of the CARExpress Plus™ membership programs that we have sold to our current members consist of our CARExpress Plus™ Gold Program which is currently sold at a monthly retail price of $137.  The remaining CARExpress Plus™ membership programs that we have sold to our current members consist of a mix of our other programs.
 
We receive each member’s initial monthly payment and billing information at the beginning of the first monthly membership period.  Monthly payments for subsequent periods are received at the beginning of the applicable period.  The monthly membership fees that we receive are recognized as revenue evenly over the applicable monthly membership period.  As a result, there is a delay of four weeks between the date we receive a monthly membership fee and the date we recognize the entire fee as revenue.
 
A key metric that we use to evaluate our success is our member retention rates.  Member retention rates represent the percentage of new members that we acquire that we are able to retain for a specified period of time.  Since we incur a large portion of our costs up front and receive recurring membership fees throughout the term of the membership, the longer we are able to retain the members we acquire, the greater the revenue potential of the membership programs that we sell.  We believe that the key to obtaining a high member retention rate is to target our marketing campaigns towards those individuals and organizations that are most in need of our programs, most capable of paying for our programs, and most loyal to us and our programs.  Member retention rates can be influenced by a variety of factors, including:

 
19

 

·  
the type of membership programs being sold;
 
·  
the marketing campaign being used to sell our membership programs; the financial condition and loyalty of our members;
 
·  
the distribution channel selling our membership programs; and
 
·  
the type and amount of compensation being paid to our marketing and distribution partners to sell our membership programs.
 
We have obtained valuable information regarding member demographics through the marketing and advertising campaigns that we have conducted and are focusing our marketing and advertising campaigns on members and member groups that we have identified as being most suitable for our membership programs.  As a result, we expect our retention rates to continue to improve over the next 12 months as we pursue these opportunities through our various marketing and distribution channels.
 
Financial Results and Outlook
 
Our strategy is to continue to expand our position as a provider of unique discount healthcare membership programs.  We have implemented several strategic growth initiatives during the past 12 months through which we achieved new contracts and strategic partnerships with a number of organizations.  One of these initiatives involved a shift in our sales strategy from sales through marketing companies to sales through employers and affinity groups, such as unions, associations, chambers of commerce, small business networks and internet marketing firms.  These organizations typically have a large number of members and customers and thus, each one provides us with the opportunity to obtain a large number of sales.
 
We generated revenue of $1,673,548 for the year ended December 31, 2011 compared to revenue of $2,243,484 for the year ended December 31, 2010.  We achieved a gross profit and gross profit margin of $795,815 and 48%, respectively, for the year ended December 31, 2011, compared to a gross profit and gross profit margin of $913,379 and 41%, respectively, for the year ended December 31, 2010.  We recognized a net loss and net loss per share of $(947,875) and $(0.01), respectively, for the year ended December 31, 2011 compared to a net loss and net loss per share of $(751,988) and $(0.01), respectively, for the year ended December 31, 2010.  Net cash used by operating activities was $(296,358) for year ended December 31, 2011 compared to $(337,328) for the year ended December 31, 2010, representing a decrease of 12%.
 
We will generate future revenue and members primarily through sales of our CARExpress™ health discount programs and our CARExpress Plus™ membership programs to employees and members of affinity groups through our marketing and distribution partners, and various marketing and advertising campaigns.  We are beginning to experience growth in the number of new members that we are generating through our business partners.  We have entered into agreements with several affinity groups through which we are generating sales of our CARExpress™ membership programs and are currently in discussions with several other organizations regarding the sale of our CARExpress™ membership programs.  We are also in discussions with several organizations regarding the development of customized CARExpress™ programs that combine specific CARExpress™ benefits, like vision, dental, pharmacy and 24-hour nurseline, in a cost-effective manner that can be targeted towards specific groups and markets.  We intend to finance each of these projects through cash on hand, internally generated cash flows from operating activities and, if necessary, proceeds from the issuance of equity securities.  We will use any additional investments that we receive to accelerate the expansion of each of our advertising campaigns and programs and increase sales of our membership programs.
 
We expect the number of CARExpress™ members generated each month to increase as a number of deals that we have either recently closed or that we expect to close begin to generate members for us.  We also expect the number of CARExpress™ members generated each month to increase throughout the year and expect our retention rates to improve over the next 12 months since members generated through affinity groups have historically remained members of CARExpress™ for a much longer period of time than members generated through marketing companies.  As a result, we expect to generate an increasing amount of revenue and cash flows from operating activities during our fiscal year ending December 31, 2012.  We can provide no assurance, however, that our membership base will increase as projected, that our member retention rates will improve over the next 12 months, or that we will generate increased revenue and cash flows from operating activities during our fiscal year ended December 31, 2012.

 
20

 

Critical Accounting Policies
 
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained herein is based upon our consolidated financial statements and accompanying notes, which have been prepared in accordance with United States generally accepted accounting principles (“GAAP”).  The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.  When making these estimates and assumptions, we consider our historical experience, our knowledge of economic and market factors and various other factors that we believe to be reasonable under the circumstances.  Actual results may differ under different estimates and assumptions.
 
The accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties.
 
Revenue Recognition
 
Our revenue consists of the monthly membership fees that we receive from the sale of our membership programs as well as any shipping and handling fees that we may receive for the shipment of membership packages to new members.  The date a monthly membership begins varies for each individual member depending upon when the particular member purchased the membership.  Members have the right to terminate their membership at any time and may do so at the end of each month before they pay the membership fee for the next month.  We recognize the membership fees and shipping and handling fees as revenue when persuasive evidence of an arrangement exists, delivery or performance has occurred, the sales price is fixed and determinable, and collectibility is reasonably assured in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605 (“ASC 605”).
 
The membership fees are paid by members repeatedly each month.  The contractual term for the membership fees is equal to the monthly membership period.  The expected period during which the services will be performed in return for the membership fees will never extend beyond the one-month membership period since the members will pay another monthly membership fee before the next monthly membership period begins.  As a result, we recognize the membership fees on a straight-line basis over the contract term since the relationship with the member is not expected to extend beyond the contractual term and the member is not expected to continue to benefit from the payment of the membership fee after the contractual term has expired.
 
The shipping and handling fees are one-time payments received by us from the applicable members when they first become a member.  These fees are not paid repeatedly each month.  The monthly contract term is, therefore, not necessarily equal to the expected period during which services will be performed since the period during which services will be performed is the average period during which each person is expected to be a member.  We calculate the expected period during which we expect our members to remain members as of the end of each fiscal quarter.  We do so by determining the total number of members that we had on such date, then dividing the total number of months for which all of such members had been a member as of that date by the number of such members.  This provides the average number of months each member has been a member.  The expected period during which services will be performed (i.e., the expected period during which each member will remain a member) has always exceeded the initial monthly membership period.  Therefore, we recognize shipping and handling fees on a straight-line basis over the expected period during which the services will be performed since the relationship with our members is expected to extend beyond the initial contractual term and our members are expected to continue to benefit from the payment of the shipping and handling fees after the initial contractual term has expired.
 
At the beginning of each membership period, the monthly membership fee is paid by the member and recorded as deferred revenue.  We then recognize revenue as the services are rendered.  Shipping and handling fees that we receive for the shipment of membership packages to new members are included in our membership fees and recorded as deferred revenue.  We typically receive cash within five days of the date the membership fee is charged to a member’s credit card.
 
We offer a free trial to some of our members.  We do not recognize any revenue during the free-trial period.  In the event the member continues the membership after the free-trial period expires, the member pays the monthly membership fee and we recognize revenue as services are rendered.

 
21

 

We also offer a 30-day money-back guarantee to our members.  Members can cancel their membership during the first 30 days of their initial membership period and receive a full refund.  After that, members can cancel their membership at the end of any subsequent monthly membership period.  If a member cancels his or her membership and the member’s credit card has already been processed for the next monthly membership period, a refund check will be issued to the member and no revenue will be recognized for that period.
 
We recognize refunds as expense in accordance with ASC 605, which permits companies to recognize refundable membership fees, net of estimated refunds, as earned revenue over the membership term in limited circumstances if the following criteria are met: (i) the estimate of cancellations and refunded revenue are being made for a large pool of homogeneous items (membership transactions with the same characteristics, such as terms, periods, class of customers, nature of services, etc.), (ii) reliable estimates of the expected refunds can be made on a timely basis and it is remote that material adjustments to previously recognized revenue would be required, (iii) there is a sufficient company-specific historical basis upon which to estimate the refunds and such historical basis is predictive of future events, and (iv) the amount of the membership fees specified in the agreement at the outset of the arrangement is fixed, other than the customer’s right to request a refund.
 
Stock-Based Compensation
 
We account for employee stock-based compensation in accordance with the fair value recognition provisions of ASC Topic 718 (“ASC 718”) using the modified prospective transition method.  Under this method, compensation expense includes: (a) compensation expense for all share-based payments granted, but not yet vested, as of January 1, 2006, based on the grant-date fair value, and (b) compensation expense for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value.  Such amounts have been reduced by our estimate of forfeitures of all unvested awards.
 
We account for non-employee stock-based compensation in accordance with ASC 718 and ASC Topic 505 (“ASC 505”).  ASC 718 and ASC 505 require that we recognize compensation expense based on the estimated fair value of stock-based compensation granted to non-employees over the vesting period, which is generally the period during which services are rendered by the non-employees.
 
We use the Black-Scholes pricing model to determine the fair value of the stock-based compensation that we grant to employees and non-employees.  We are required to make certain assumptions in connection with this determination, the most important of which involves the calculation of volatility with respect to the price of our common stock.  The computation of volatility is intended to produce a volatility value that is representative of our expectations about the future volatility of the price of our common stock over an expected term.  We used our share price history to determine volatility and cannot predict how the price of our shares of common stock will react on the open market in the future since our common stock has only been trading on the OTC Bulletin Board since March 30, 2006.  As a result, the volatility value that we calculated may differ from the future volatility of the price of our shares of common stock.
 
For a more complete discussion of our accounting policies and procedures, see our notes to consolidated financial statements beginning on page F-7.
 
Recent Accounting Pronouncements
 
 
ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements – This ASU affects all entities that are required to make disclosures about recurring and nonrecurring fair value measurements under FASB ASC Topic 820, originally issued as FASB Statement No. 157, Fair Value Measurements.  The ASU requires certain new disclosures and clarifies two existing disclosure requirements.  The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.  Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of these provisions did not have a material impact on our financial condition and results of operations.
 
ASU 2010-13, Compensation – Stock Compensation (Topic 718) – Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades – a consensus of the FASB Emerging Issues Task Force – This ASU clarifies that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition.  Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity.  This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The adoption of these provisions did not have a material impact on our financial condition and results of operations.
 
ASU 2011-04, Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs – This ASU supersedes most of the guidance in Topic 820, although many of the changes are clarifications of existing guidance or wording changes to align with IFRS 13.  In addition, certain amendments in ASU 2011-04 change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements.  The amendments in ASU 2011-04 are effective for public entities for interim and annual periods beginning after December 15, 2011. We do not believe that the adoption of these provisions will have a material impact on our financial condition or results of operations.
 
 
22

 

Comparison of the Years Ended December 31, 2011 and 2010
 
Revenue
 
Revenue consists almost exclusively of the monthly membership fees that we receive from members of our membership programs.  Revenue decreased $569,936 to $1,673,548 for the year ended December 31, 2011 from $2,243,484 for the year ended December 31, 2010.  The decrease of $569,936 resulted primarily from a decrease in sales of our membership programs through marketing companies in connection with the shift in our sales strategy from sales through marketing companies to sales through employers and affinity groups. .  We expect revenue to increase over the next 12 months as a result of increased sales of our membership programs to employees and members of affinity groups through our marketing and distribution partners and our various marketing and advertising campaigns.
 
Direct Costs
 
Direct costs consist of sales commissions that we pay to our marketing and distribution partners and fees that we pay to our PPOs and provider networks for access to their networks.  Direct costs decreased $452,372 to $877,733 for the year ended December 31, 2011, from $1,330,105 for the year ended December 31, 2010.  The decrease of $452,372 was due to decreases of $268,964 for sales commissions and $183,408 for PPO and network provider costs resulting from the decrease in sales of our membership programs.  We expect cost of sales to increase over the next 12 months as increased sales of our membership programs result in higher overall sales commission expenses and network provider costs.
 
General and Administrative Expenses
 
General and administrative expenses consist primarily of employee compensation expense, professional fees and other general and administrative expenses.
 
Employee Compensation Expense.  Employee compensation expense consists of all salaries and other cash compensation, equity-based compensation, 401(k) contributions and other compensation that we pay to our employees and the related payroll taxes.  Employee compensation expense decreased $326,135 to $640,683 for the year ended December 31, 2011, from $966,818 for the year ended December 31, 2010.  The decrease of $326,135 was due primarily to decreases of $284,200 for salary and equity expense and related taxes and $41,935 for other employee compensation.  We expect employee compensation expense to increase over the next 12 months as we retain additional executive management personnel and other employees in connection with the growth of our business.
 
Professional Fees.  Professional fees consist of fees paid to our independent accountants, lawyers, technology consultants and other professionals and consultants.  Professional fees increased $507,619 to $609,066 for the year ended December 31, 2011 from $101,447 for the year ended December 31, 2010.  The increase of $507,619 was due primarily to an increase of $555,342 for the amount of expense recognized in connection with equity-based compensation paid to service providers and consultants for various services, offset by decreases of $18,493 for legal fees and $26,853 for accounting fees.  We expect professional fees to increase over the next 12 months as we incur additional legal, accounting and technology fees in connection with the general expansion of our business and operations.
 
Other General and Administrative Expenses.  Other general and administrative expenses consist of office supplies expense, computer hardware and system costs, bank service charges, filing fees and dues, non-employee customer service representative expense, rent expense, health insurance and other related benefit costs, financial printer costs, transfer agent costs, the costs of investor relations campaigns and activities, postage and delivery expenses, marketing, general business expenses and miscellaneous general and administrative expenses that are not associated with our employee compensation and professional fees.  Other general and administrative expenses decreased $103,731 to $493,371 for the year ended December 31, 2011 from $597,102 for the year ended December 31, 2010.  The decrease of $103,731 resulted primarily from decreases of $17,475 for bank service and credit card charges associated with new and recurring member transactions, $6,248 for call center, $12,248 for corporate filing fees, $8,897 for insurance, $3,883 for investor relations, $5,360 for repairs & maintenance, $4,975 for rent, $5,262 for supplies and $20,285 for telephone, as well as decreases in other miscellaneous general and administrative expenses.  We expect other general and administrative expenses to increase over the next 12 months as we continue to incur expenses with the growth of our business.

 
23

 

Net Loss
 
Our net loss increased $195,887 to $947,875 for the year ended December 31, 2011, from $751,988 for the year ended December 31, 2010.  The increase of $195,887 was primarily due to decreases of $569,936 for revenue, increases of $507,619 for professional fees and $570 for other expenses offset by decreases of $452,372 for direct costs incurred in connection with the sale of our membership programs,  $326,135 for employee compensation expense and $103,731 for other general and administrative expenses.  We expect to begin generating a net profit from operations during 2012 as the recurring membership fees from our increasing membership base overtake the costs associated with obtaining and retaining members.
 
Liquidity and Capital Resources
 
Since our inception, we have funded our operations primarily through private sales of equity securities and the use of short-term debt.  As of December 31, 2011, we had cash of approximately $3,000.
 
Net cash used by operating activities was $296,358 for the year ended December 31, 2011 compared to $337,328 for the year ended December 31, 2010.  The $40,970 decrease in cash used by operating activities was due primarily to an increase of $450,650 for equity-based compensation expense, offset by increases of $195,887 for net loss, and decreases of $38,028 for deposits, $150,230 for accounts payable and accrued expenses and $12,329 for deferred revenue.
 
 We did not have any cash flows from investing activities for the years ended December 31, 2011 and 2010.
 
Net cash provided by financing activities was $271,150 for the year ended December 31, 2011 compared to $334,185 for the year ended December 31, 2010.  The $63,035 decrease in cash provided by financing activities was due to a decrease of $110,035 for proceeds from the sale of common stock and warrants, and offset by an increase of $47,000 for proceeds from the sale of notes payable and warrants.
 
Our primary sources of capital over the past 12 months are set forth below.
 
In January 2011, the Company completed a private offering of 8,000,000 Class A warrants of our common stock exercisable into 8,000,000 shares of our common stock to an accredited investor for aggregate gross proceeds of $800.  The Class A warrants have an exercise price of $0.005 per share, are exercisable during the period commencing on the date of grant and ending December 31, 2011, and expire at the end of the exercise period.   During January 2011, these warrants were exercised at a price of $.005 per share for aggregate cash consideration of $40,000.
 
In January 2011, the Company completed a private offering of 2,000,000 shares of our common stock and Class A warrants exercisable into 2,000,000 shares of our common stock to an accredited investor for aggregate gross proceeds of $20,000.  The Class A warrants have an exercise price of $0.01 per share, are exercisable during the period commencing on the date of grant and ending December 31, 2012, and expire at the end of the exercise period.
 
In February 2011, the Company completed a private offering of 2,000,000 shares of our common stock and Class A warrants exercisable into 2,000,000 shares of our common stock to an accredited investor for aggregate gross proceeds of $20,000.  The Class A warrants have an exercise price of $0.015 per share, are exercisable during the period commencing on the date of grant and ending December 31, 2012, and expire at the end of the exercise period.
 
In May 2011, the Company completed a private offering of 8,000,000 Class A warrants of our common stock exercisable into 8,000,000 shares of our common stock to an accredited investor for aggregate gross proceeds of $500.  The Class A warrants have an exercise price of $0.006 per share, are exercisable during the period commencing on the date of grant and ending August 19, 2011, and expire at the end of the exercise period.
 
In May 2011, the Company completed a private offering of 10,333,333 shares of our common stock for aggregate gross proceeds of $62,000.
 
 
24

 
 
In June 2011, the Company received $16,850 as a deposit from an investor to exercise warrants in the future.
 
In August 2011, warrants were exercised resulting in the issuance of 3,475,000 shares of the Company’s common stock for aggregate cash consideration of $20,850, of which $16,850 was from the June 2011 deposit and an additional $4,000 of gross proceeds.
 
In August 2011, the Company completed a private offering of 20,000,000 shares of our common stock for aggregate gross proceeds of $60,000.
 
In December 2011, the Company completed a private placement of promissory notes of $47,000 and Class A warrants exercisable into 4,700,000 shares of our common stock to an accredited investor.  The principal and interest of 15% (not per annum) is due on or before the 180th day following the date of the promissory note The Class A warrants have an exercise price of $.002 per share, are exercisable during the period commencing on the date of the grant and ending December 31, 2012, and expire at the end of the exercise period..
 
To date, our capital needs have been met primarily through sales of equity and debt securities and proceeds received upon the exercise of warrants held by our security holders.  We do not currently maintain a line of credit or term loan with any commercial bank or other financial institution.  We have used the proceeds from the exercise of warrants and our private offerings of securities to pay virtually all of the costs and expenses we have incurred.  These costs and expenses were comprised of operating expenses, which consisted of the employee compensation expenses, professional fees and other general and administrative expenses discussed above, and the costs of sales discussed above to the extent such costs of sales exceeded our revenue.
 
We believe that our current cash resources will not be sufficient to sustain our operations for the next 12 months.  We will need to obtain additional cash resources within the next 12 months to enable us to pay our ongoing costs and expenses as they are incurred and finance the growth of our business.  We intend to obtain these funds through internally generated cash flows from operating activities and proceeds from the issuance of equity securities.  The issuance of additional equity would result in dilution to our existing shareholders.  We have not made arrangements to obtain additional financing and we can provide no assurance that additional financing will be available in an amount or on terms acceptable to us, if at all.  If we are unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms favorable to us, we may be unable to execute upon our business plan or pay our costs and expenses as they are incurred, which could have a material, adverse effect on our business, financial condition and results of operations.
 
Contractual Obligations
 
The following summarizes our material long-term contractual obligations as of December 31, 2011
 
Contractual Obligations
 
Total
   
2012
   
2013
   
2014
   
2015
 
2016
 
                                   
Office Lease (1)
  $ 232,670     $ 163,805     $ 68,865     $ --     $ --     $ --  
                                                 
Total
  $ 232,670     $ 163,805     $ 68,865     $ --     $ --     $ --  
 
     
 
(1)
At December 31, 2011, we were a party to an operating lease for our office space in Horsham, Pennsylvania that expires May 31, 2013.  A summary of this office lease is provided herein under “Item 1. Business — Properties.”
 
To date, we have made payments under these obligations with proceeds received from sales of our equity and debt securities, proceeds received upon the exercise of outstanding warrants by our security holders and internally generated cash flows from operating activities.  We intend to make future payments due under these obligations primarily through internally generated cash flows from operating activities and proceeds received from the issuance of debt and equity securities.

 
25

 

Off-Balance Sheet Arrangements
 
As of December 31, 2011, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, that had been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.  As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.
 
 Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
 
Not applicable.
 
Item 8. Financial Statements and Supplementary Data.
 
Our financial statements and supplementary data may be found beginning at page F-1.
 
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
 
Not applicable.
 
Item 9A. Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet management’s objectives.
 
As of December 31, 2011, we carried out the evaluation of the effectiveness of our disclosure controls and procedures as defined by Rule 13a-15(e) under the Exchange Act under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2011, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
 
Management’s Report on Internal Control over Financial Reporting
 
Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.  Internal control over financial reporting includes policies and procedures that:
 
 
(1)
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 
26

 

 
(2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
 
 
(3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on our financial statements.
 
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.  Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.  Internal control over financial reporting also can be circumvented by collusion or improper management override.  Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design safeguards to reduce, though not eliminate, this risk.
 
Our management used the framework set forth in the report entitled, “Internal Control — Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting.  Based on this assessment, our management concluded that our internal control over financial reporting was not effective at December 31, 2011 due to the existence of material weaknesses in our internal controls.
 
A material weakness is a control deficiency, or a combination of control deficiencies, that results in a more than remote likelihood that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.  Our management, in consultation with our independent registered public accounting firm, concluded that material weaknesses existed in the following areas as of December 31, 2011:
 
 
(1)
Our Chief Executive Officer also serves as the sole member of our board of directors.  As a result, there are no independent directors monitoring the actions of our senior management.  One of the responsibilities of a company’s board of directors is to act as an independent source for monitoring the actions of a company’s senior management.  The lack of independent directors on our board of directors constituted a material weakness in our internal controls.
 
 
(2)
Our Chief Executive Officer and sole member of our board of directors resides in the state of Florida and did not visit our sole business office located in Horsham, Pennsylvania during 2011.  Senior management has the responsibility to monitor the quality of a company’s internal controls.  This is most often performed through the regular management and supervisory activities of the company’s day-to-day operations.  The lack of monitoring by our Chief Executive Officer constituted a material weakness in the ability of top management to effectively monitor the quality of our internal controls.
 
We are actively seeking to remediate these material weaknesses in the following manner:
 
 
(1)
We are currently seeking additional, independent directors to join our board of directors.  The addition of such board members would provide us with independent directors who would be monitoring the actions of our top management.  Our efforts to do so have been hindered substantially by the fact that we do not have a directors and officers insurance policy in place.  Because such policies are very expensive, we believe it is in our best interest to forego the purchase of such a policy and instead focus the use of our financial resources on our development and growth.
 
 
(2)
Our Chief Executive Officer is currently seeking to obtain a residence close in proximity to our Horsham, Pennsylvania business office.  This will enable him to engage in the regular management and supervisory activities of the company’s day-to-day operations and, accordingly, adequately monitor the quality of our internal controls.
 
Notwithstanding the existence of these material weaknesses in internal controls, we believe that our consolidated financial statements fairly present, in all material respects, our consolidated balance sheets at December 31, 2011 and 2010 and our consolidated statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2011 and 2010 in conformity with GAAP.

 
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This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.  Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only our management’s report in this annual report.
 
Changes in Internal Control over Financial Reporting
 
There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Item 9B. Other Information.
 
 
(1)
The description set forth below is included herewith for the purpose of providing the disclosure required under “Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of Form 8-K in connection with the resignation of Alex Soufflas as our Chief Financial Officer, Executive Vice President and Secretary and the appointment of David M. Daniels as our Interim Chief Financial Officer and Secretary.
 
On March 1, 2010, Alex Soufflas provided us with notice of his resignation as our Chief Financial Officer, Executive Vice President and Secretary effective March 31, 2010.
 
On April 1, 2010, David M. Daniels, our President and Chief Executive Officer, was appointed our Interim Chief Financial Officer and Secretary.  Information concerning the positions and professional background of Mr. Daniels is provided herein under “Item 9.  Directors, Executive Officers and Corporate Governance — Directors and Executive Officers.”  We have entered into an employment agreement with Mr. Daniels.  A summary of the material terms of this employment agreement is provided herein under “Item. 10. Executive Compensation — Employment Contracts and Arrangements.”
 
PART III
 
Item 10.  Directors, Executive Officers and Corporate Governance.
 
Our executive officers are elected by the board of directors and serve at the discretion of the board, subject to employment and/or consulting agreements described in Item 11, below. All of the current directors serve until the next annual shareholders' meeting or until their successors have been duly elected and qualified. The following table sets forth certain information regarding our current directors and executive officers:
 
Identity of Directors and Executive Officers as of April 11,, 2012
 
Name
 
Director Since
 
Age
 
Position
             
David M. Daniels
 
February 2004
 
54
 
Chairman of the Board of Directors, President, Chief Executive Officer, Chief Financial Officer and Director
             
Patricia S. Bathurst
 
 
57
 
Vice President - Marketing
 
Directors
 
We believe that our board of directors should be composed of individuals with sophistication and experience in many substantive areas that impact our business.  We believe that experience, qualifications or skills in the following areas are most important: (i) organizational leadership and vision; (ii) strategic, financial and operational planning; (iii) corporate restructuring and performance enhancement; (iv) corporate finance; (v) health insurance industry experience; and (vi) experience as a board member of other corporations.  These areas are in addition to the personal qualifications described in this section.  We believe that our current board member possesses the professional and personal qualifications necessary for board service, and have highlighted particularly noteworthy attributes for this board member below.  The principal occupation and business experience, for at least the past five years, of our current director is as follows:

 
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David M. Daniels has served as our Chief Executive Officer and sole member of our board of directors since February 2004, and has served as our President since February 2005.  From 1998 to February 2004, Mr. Daniels provided financing and management consulting services to several companies operating in the manufacturing, technology and services industries, including Market Pathways Financial Relations, Inc., a financial consulting firm, from April 2000 until February 2004, The Research Works, Inc., an equity research firm, from April 2001 until December 2003, and Xraymedia, Inc., an advertising agency, from September 2001 until February 2004.  Mr. Daniels served as the Chief Financial Officer of North American Technologies Group, Inc., a research and development company, from 1994 to 1995 and served as the President and Chief Operating Officer from 1995 to 1998.  Mr. Daniels founded Industrial Pipe Fittings, Inc., a manufacturer of industrial fittings for the high density polyethylene market, in 1994 and served as the Chairman, President and Chief Executive Officer until 1998.  Prior to 1994, Mr. Daniels served in several capacities with Morgan Stanley Dean Witter, achieving the position of First Vice President of the company in 1986.  Mr. Daniels is a graduate of the Georgia Military Academy and the University of Houston, where he received a B.A. in finance.
 
As a result of these and other professional experiences, Mr. Daniels possesses particular knowledge and experience in management, operations and finance that strengthen the board’s qualifications, skills and experience.
 
Executive Officers
 
Alex Soufflas served as our Chief Financial Officer and Secretary from February 2006 until March 31, 2010 and served as our Executive Vice President from August 2005 until March 31, 2010.   On March 1, 2010, Mr. Soufflas provided us with notice of his resignation from each of the aforementioned positions effective March 31, 2010.  Mr. Soufflas served as our General Counsel from August 2005 until February 2006.  From May 2004 to August 2005, Mr. Soufflas was an attorney at Duane Morris LLP, a national law firm, where he specialized in public and private securities offerings, mergers & acquisitions, contracts and corporate counseling.  Mr. Soufflas specialized in general corporate law as an attorney at Spector Gadon & Rosen, P.C., a Philadelphia-based law firm, from April 2003 to May 2004, and at Sullivan & Worcester, LLP, a Boston-based law firm, from September 2000 to October 2002.  Prior to that, Mr. Soufflas was an accountant at KPMG LLP, an international accounting and consulting firm.  Mr. Soufflas received a B.S. in accounting from Purdue University and a juris doctor from Boston College Law School.
 
Patricia S. Bathurst has served as our Vice President — Marketing since March 2001.  From 1989 to 2000, Ms. Bathurst served as the Vice President of Marketing for National Health and Safety Corporation where she was responsible for all of the marketing, advertising and promotional functions for the company.  From 1985 to 1989, Ms. Bathurst served as the Director of Marketing for Horizon Healthcare Group, Inc., a provider of healthcare services utilizing national provider networks that she co-founded in 1985.  Prior to 1985, Ms. Bathurst served as the Director of Administration and Customer Service for Phoenix International Corporation, a provider of healthcare services utilizing national provider networks.  Ms. Bathurst is a graduate of Temple University with a B.A. in business administration.
 
Board of Directors
 
David M. Daniels, our Chief Executive Officer and President, is the sole member of our board of directors.  Mr. Daniels will serve until the next annual meeting of shareholders or until his successor is duly elected and qualified.  Officers are elected annually by our board of directors and serve at the discretion of our board of directors.  We do not currently have any committees of our board of directors.
 
Shareholder Communications
 
We have not implemented any formal procedures for shareholder communication with our board of directors. Any matter intended for our board of directors, or for any individual member or members of our board of directors, should be directed to our corporate secretary at National Health Partners, Inc., 120 Gibraltar Road, Suite 107, Horsham, PA 19044.  In general, all shareholder communication delivered to the corporate secretary for forwarding to the board of directors or specified members of the board of directors will be forwarded in accordance with the shareholder’s instructions.  However, the corporate secretary reserves the right to not forward to members of the board of directors any abusive, threatening or otherwise inappropriate materials.

 
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Directorships
 
No Director of the Company or person nominated or chosen to become a Director holds any other directorship in any company with a class of securities registered pursuant to Section 12 of the 1934 Act or subject to the requirements of Section 15(d) of such Act or any other company registered as an investment company under the Investment Company Act of 1940.
 
Significant Employees
 
No other significant employees exist.
 
Family Relationships
 
There are no family relationships between any officer, director or person who will be nominated to serve on our Board of Directors.
 
Compensation of Directors
 
We do not compensate our Directors. However, David M. Daniels is compensated as officer.
 
There are no arrangements or understandings between any of the directors or executive officers, or any other person or person pursuant to which they were selected as directors and/or officers.
 
Involvement in Certain Legal Proceedings
 
During the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of the Company:
 
1.  
had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
 
2.  
was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
 
3.  
was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities:
 
(i)  
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
 
(ii)  
Engaging in any type of business practice; or
 
 
(iii)  
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or
 

 
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4.  
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of an federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or
 
5.  
was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated;
 
6.  
was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
 
7.  
was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to any alleged violation of:
 
(i)  
Any Federal or State securities or commodities law or regulation; or 
 
(ii)  
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or 
 
(iii)  
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
 
8.  
was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), and registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 
Audit Committee and Audit Committee Financial Expert
 
Our board of directors has not created a separately-designated standing audit committee or a committee performing similar functions.  Accordingly, our full board of directors acts as our audit committee.  We currently have a small number of employees and have generated only a small amount of revenue to date.  In light of the foregoing, our board of directors concluded that the benefits of retaining an individual who qualifies as an “audit committee financial expert,” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act, would be outweighed by the costs of retaining such a person.  As a result, no member of our board of directors is an “audit committee financial expert.”
 
Section 16 (a) Beneficial Ownership Compliance
 
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers, directors and persons who own more than ten percent of the Company’s Common Stock, to file initial reports of beneficial ownership on Form 3, changes in beneficial ownership on Form 4 and an annual statement of beneficial ownership on Form 5, with the SEC. Such executive officers, directors and greater than ten percent shareholders are required by SEC rules to furnish the Company with copies of all such forms that they have filed.
 
Based solely on our review of the copies of such forms received by us, or written representations from such persons that no reports were required for those persons, we believe that all Section 16(a) filing requirements were satisfied in a timely fashion during our fiscal year ended December 31, 2011.

 
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Code of Business Conduct and Ethics
 
We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.  Our Code of Business Conduct and Ethics is designed to deter wrongdoing and promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications that we make; (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and (v) accountability for adherence to the code.
 
A copy of our Code of Business Conduct and Ethics is available on our corporate website at www.nationalhealthpartners.com.
 
Item 11. Executive Compensation.
 
The following table provides certain summary information concerning compensation earned by the executive officers named below during the fiscal year ended December 31, 2011.
 
Summary Compensation Table
 
Name and
Principal Position
 
Year
 
Salary ($)
   
Bonus ($)
   
Stock
Awards ($)
   
Option
Awards ($)
   
All Other
Compensation ($)
   
Total ($)
 
                                         
David M. Daniels
 
2011
   
53,401
     
--
     
--
     
--
     
--
     
53,401
 
President and Chief Executive Officer
 
2010
   
134,010
  (1)
   
--
     
47,190
  (1)     
--
     
--
     
181,200
 
                                                     
Alex Soufflas
 
2011
     --
 
   
--
     
--
     
--
     
--
     
--
 
Chief Financial Officer, Executive Vice
 
2010
   
39,780
  (2)
   
--
     
14,765
  (2)     
--
     
--
     
54,545
 
 President and Secretary
                                                   
                                                     
Patricia S. Bathurst
 
2011
   
73,719
     
--
     
--
     
--
     
--
     
73,719
 
Vice President — Marketing
 
2010
   
78,500
     
--
     
--
     
--
     
--
     
78,500
 
 
     
 
(1)
Includes 1,180,612 shares of common stock issued to Mr. Daniels in lieu of salary earned during the year ended December 31, 2010.  A more detailed description of these stock issuances is provided herein under “Item 11.  Executive Compensation — Employment Contracts and Arrangements.”
 
(2)
Includes 382,112 shares of common stock issued to Mr. Soufflas in lieu of salary earned during the year ended December 31, 2010.  A more detailed description of these stock issuances is provided herein under “Item 11.  Executive Compensation — Employment Contracts and Arrangements.”

 
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Narrative Disclosure of Executive Compensation
 
We were a party to an employment agreement with David M. Daniels.  Under the agreement, Mr. Daniels was entitled to receive an annualized base salary of $168,000 for the year ended December 31, 2011, of which $114,599 was forgiven.
 
We have issued a variety of equity securities to Messrs. Daniels and Soufflas and Ms. Bathurst during the course of their employment with us.  We have issued options to Messrs. Daniels and Soufflas and Ms. Bathurst to acquire 3,150,000, 2,050,000 and 3,717,143 shares of our common stock, respectively.  In addition, we have issued restricted stock awards to each of Messrs. Daniels and Soufflas and Ms. Bathurst with respect to 1,050,000, 300,000 and 225,000 shares of our common stock, respectively, and have issued Messrs. Daniels and Soufflas 4,234,898 and 2,866,755 shares of common stock, respectively.
 
A summary of the material terms of these employment agreements and the options, restricted stock awards and shares of common stock granted to each of these individuals is provided below.
 
Employment Contracts and Arrangements
 
David M. Daniels
 
On May 13, 2005, we entered into an employment agreement with David M. Daniels to serve as our Chief Executive Officer effective February 1, 2005.  The agreement is for an initial term of five years and renews automatically for successive one-year periods unless earlier terminated or prior notice of non-renewal is provided by either party.  Under the agreement, Mr. Daniels is entitled to an annual base salary of $231,000 with annual increases on January 1 of each year of a minimum of 10% of the annual base salary for the immediately preceding year, and is eligible for an annual bonus and incentive compensation awards in an amount and form to be determined by our board of directors in its sole discretion.  On February 1, 2010, Mr. Daniels' annual base salary was amended to $168,000 for the period from February 1, 2010 to January 31, 2011 and subsequent periods.  Pursuant to the agreement, on May 13, 2005, Mr. Daniels was granted an option to acquire 2,500,000 shares of our common stock. The employment agreement ended effective December 31, 2011.
 
On March 28, 2006 and September 4, 2007, we granted Mr. Daniels a restricted stock award with respect to 450,000 and 600,000 shares of our common stock, respectively. On December 12, 2006 and March 25, 2008, we granted Mr. Daniels an option to acquire 250,000 and 400,000 shares of our common stock, respectively.  On December 30, 2008, we granted Mr. Daniels 690,000 shares of our common stock in full payment of deferred salary compensation that was earned by him during 2008 and payable to him as of December 31, 2008.  On June 15, 2009, we granted Mr. Daniels 500,000 shares of our common stock in full payment of deferred salary compensation that was earned by him during the period commencing January 1, 2009 and ending March 31, 2009 and payable to him as of March 31, 2009.  On December 29, 2009, we granted Mr. Daniels 1,864,286 shares of our common stock in full payment of deferred salary compensation that was earned by him during the period commencing April 1, 2009 and ending December 31, 2009 and payable to him as of December 31, 2009.
 
On March 31, 2010, the Company entered into a Securities Agreement with David M. Daniels, its Chief Executive Officer, pursuant to which it granted 1,180,612 shares of the Company’s common stock, $0.001 par value per share to Mr. Daniels.  The shares were issued in lieu of the payment of $17,690 of salary compensation earned by Mr. Daniels under the Employment Agreement, dated May 1, 2006, by and between the Company and Mr. Daniels, during the period commencing January 1, 2010 and ending January 31, 2010 and payable to Mr. Daniels as of January 31, 2010, and in part for the termination of the following stock options held by Mr. Daniels: (i) the stock option dated February 1, 2005 to acquire 2,500,000 shares of common stock at an exercise price of $0.40, (ii) the stock option dated December 12, 2006 to acquire 250,000 shares of common stock at an exercise price of $0.88, and (iii) the stock option dated March 25, 2008 to acquire 400,000 shares of common stock at an exercise price of $0.28.
 
Alex Soufflas
 
On March 29, 2006, we entered into an employment agreement with Alex Soufflas to serve as our Chief Financial Officer and Executive Vice President effective February 1, 2006.  The agreement was for an initial term of three years and was to renew automatically for successive one-year periods unless earlier terminated or prior notice of non-renewal is provided by either party.  Under the agreement, Mr. Soufflas was entitled to an annual base salary of $210,000 with annual increases on January 1 of each year of a minimum of 10% of the annual base salary for the immediately preceding year, and was eligible for an annual bonus and incentive compensation awards in an amount and form to be determined by our board of directors in its sole discretion. The employment agreement was cancelled effective January 31, 2010.

 
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On August 15, 2005, we granted Mr. Soufflas an option to acquire 1,000,000 shares of our common stock, and on March 28, 2006 we granted Mr. Soufflas a restricted stock award with respect to 300,000 shares of our common stock.  On December 12, 2006, September 4, 2007 and March 25, 2008, we granted Mr. Soufflas an option to acquire 150,000, 500,000 and 400,000 shares of our common stock, respectively.  On December 30, 2008, we granted Mr. Soufflas 523,500 shares of our common stock in full payment of deferred salary compensation that was earned by him during 2008 and payable to him as of December 31, 2008.  On June 15, 2009, we granted Mr. Soufflas 405,000 shares of our common stock in full payment of deferred salary compensation that was earned by him during the period commencing January 1, 2009 and ending March 31, 2009 and payable to him as of March 31, 2009.  On December 29, 2009, we granted Mr. Soufflas 1,556,143 shares of our common stock in full payment of deferred salary compensation that was earned by him during the period commencing April 1, 2009 and ending December 31, 2009 and payable to him as of December 31, 2009.
 
On March 31, 2010, the Company entered into a Securities Agreement with Alex Soufflas, its Chief Financial Officer and Executive Vice President, pursuant to which it granted 382,112 shares of common stock to Mr. Soufflas.  The shares were issued in lieu of the payment of $14,765 of salary compensation earned by Mr. Soufflas under the Employment Agreement, dated February 1, 2006, by and between the Company and Mr. Soufflas, during the period commencing January 1, 2010 and ending January 31, 2010 and payable to Mr. Soufflas as of January 31, 2010.
 
On March 1, 2010, Mr. Soufflas provided us with notice of his resignation as the Chief Financial Officer, Executive Vice President and Secretary effective March 31, 2010.
 
Patricia S. Bathurst
 
On May 13, 2005, we entered into an employment agreement with Patricia S. Bathurst to serve as our Vice President — Marketing effective February 1, 2005.  The agreement is for an initial term of five years and renews automatically for successive one-year periods unless earlier terminated or prior notice of non-renewal is provided by either party.  Under the agreement, Ms. Bathurst is entitled to an annual base salary of $132,000 with annual increases on January 1 of each year of a minimum of 10% of the annual base salary for the immediately preceding year, and is eligible for an annual bonus and incentive compensation awards in an amount and form to be determined by our board of directors in its sole discretion.  On January 31, 2010, the Company and Ms. Bathurst agreed to not renew the employment agreement.  Pursuant to the agreement, on May 13, 2005, Ms. Bathurst was granted an option to acquire 1,000,000 shares of our common stock. The employment agreement was cancelled effective January 31, 2010.
 
On March 28, 2006, we granted Ms. Bathurst a restricted stock award with respect to 225,000 shares of our common stock.  On December 12, 2006, September 4, 2007 and March 25, 2008, we granted Ms. Bathurst an option to acquire 50,000, 400,000 and 400,000 shares of our common stock, respectively.  On March 25, 2008, we granted Ms. Bathurst an option to acquire 286,500 shares of our common stock in full payment of deferred salary compensation that was earned by her during 2008 and payable to her as of December 31, 2008.  On June 15, 2009, we granted Ms. Bathurst an option to acquire 225,000 shares of our common stock in full payment of deferred salary compensation that was earned by her during the period commencing January 1, 2009 and ending March 31, 2009 and payable to her as of March 31, 2009.  On December 29, 2009, we granted Ms. Bathurst and option to acquire 855,643 shares of our common stock in full payment of deferred salary compensation that was earned by her during the period commencing April 1, 2009 and ending December 31, 2009 and payable to her as of December 31, 2009.
 
On March 31, 2010, the Company entered into a Securities Agreement with Patricia S. Bathurst, its Vice President of- Marketing, pursuant to which it granted a stock option (the “Option”) to acquire 500,000 shares of common stock to Ms. Bathurst.  The Option was issued in lieu of the payment of $8,119 of salary compensation earned by Ms. Bathurst under the Employment Agreement, dated May 1, 2006, by and between the Company and Ms. Bathurst during the period commencing January 1, 2010 and ending January 31, 2010 and payable to Ms. Bathurst as of January 31, 2010, and in part for the termination of the following stock options held by Ms. Bathurst: (i) the stock option dated February 1, 2005 to acquire 2,500,000 shares of common stock at an exercise price of $0.40, (ii) the stock option dated December 12, 2006 to acquire 250,000 shares of common stock at an exercise price of $0.88, (iii) the stock option dated September 4, 2007 to acquire 400,000 shares of common stock at an exercise price of $0.50, and (iv) the stock option dated March 25, 2008 to acquire 400,000 shares of common stock at an exercise price of $0.28.  The Option is for a term of 10 years, has an exercise price of $0.045 per share and vested in full on the date of grant. 
  

 
34

 

Termination Provisions of Employment Agreements
 
The employment agreements with Mr. Daniels and Ms. Bathurst provide that if we terminate the employment of the applicable executive officer without “cause” or the officer terminates his or her employment with us for “good reason,” as such terms are defined in the agreements, the officer is immediately entitled to two years’ annual base salary, the full annual base salary to which the officer would otherwise have been entitled during the remainder of the initial term, and all other compensation and benefits to which the officer would have been entitled had the officer been employed by us for the remainder of the initial term.  The employment agreement with Mr. Soufflas provides that if we terminate his employment without “cause” or he terminates his employment with us for “good reason,” as such terms are defined in the agreement, he is entitled to receive an amount equal to the annual base salary he was receiving on the date of termination to be paid over a period of 12 months.
 
Terms of Options
 
The options that we granted to Mr. Daniels and Ms. Bathurst in 2005 are for a term of 10 years, have an exercise price of $0.40 per share, and vest in four equal annual installments commencing May 13, 2005.  On December 12, 2006, we accelerated the vesting schedule of the options so that they vested in full on that date.  In the event the employment of the applicable executive officer is terminated for any reason other than for “cause,” as such term is defined in the employment agreements, the officer’s option may be exercised at any time prior to the expiration date of the option.  In the event we terminate the employment of the applicable executive officer without “cause” or the officer terminates his or her employment with us for “good reason” (including a “change in control”), as such terms are defined in the employment agreements, we are required to use our best efforts to prepare and file a registration statement with the SEC within 180 days of the date of termination to register the public resale of the shares underlying the officer’s option.  In the event the employment of the applicable executive officer is terminated for “cause,” the option terminates immediately.
 
The option that we granted to Mr. Soufflas in 2005 is for a term of 10 years, has an exercise price of $0.40 per share, and vests in four equal annual installments commencing on February 1, 2006.  On December 12, 2006, we accelerated the vesting schedule of the options so that they vested in full on that date.  In the event the employment of Mr. Soufflas is terminated for any reason other than for “cause,” as such term is defined in the option, the option may be exercised until the earlier of the date that is 90 days after the date of such termination of employment or the expiration date of the option.  In the event the employment of Mr. Soufflas is terminated for “cause,” the option terminates immediately.
 
The options that we granted to Messrs. Daniels and Soufflas and Ms. Bathurst in 2006 are for a term of 10 years, have an exercise price of $0.88 per share, and were vested in full on the date of grant.  In the event the employment of the applicable executive officer is terminated for death, disability or retirement, the officer’s option may be exercised until the earlier of the date that is one year after the date of such termination of employment (90 days in the case of termination due to retirement) or the expiration date of the option.  In the event the employment of the applicable executive officer is terminated not for “cause” or is terminated by the executive for “good reason,” as such terms are defined in the applicable options, the option remains exercisable until the expiration date of the option.  In the event the employment of the applicable executive officer is terminated for “cause,” the option terminates immediately.
 
The options that we granted to Mr. Soufflas and Ms. Bathurst in 2007 are for a term of 10 years, have an exercise price of $0.50 per share, and vest in four equal annual installments commencing on September 4, 2008.  In the event the employment of the applicable executive officer is terminated for death, disability or retirement, the officer’s option may be exercised to the extent exercisable on the date of such termination of employment until the earlier of the date that is one year after the date of such termination of employment (90 days in the case of termination due to retirement) or the expiration date of the option.  In the event the employment of the applicable executive officer is terminated not for “cause” or is terminated by the executive for “good reason,” as such terms are defined in the applicable options, the option vests in full immediately and remains exercisable until the expiration date of the option.  In the event the employment of the applicable executive officer is terminated for “cause,” the option terminates immediately.
 
The options that we granted to Messrs. Daniels and Soufflas and Ms. Bathurst in March 2008 are for a term of 10 years, have an exercise price of $0.28 per share, and vest in four equal annual installments commencing on March 25, 2009.  The option that we granted to Ms. Bathurst in December 2008 is for a term of 10 years, has an exercise price of $0.055 per share, and vested in full on the date of grant.  In the event the employment of the applicable executive officer is terminated for death, disability or retirement, the officer’s option may be exercised to the extent exercisable on the date of such termination of employment until the earlier of the date that is one year after the date of such termination of employment (90 days in the case of termination due to retirement) or the expiration date of the option.  In the event the employment of the applicable executive officer is terminated not for “cause” or is terminated by the executive for “good reason,” as such terms are defined in the applicable options, the option vests in full immediately and remains exercisable until the expiration date of the option.  In the event the employment of the applicable executive officer is terminated for “cause,” the option terminates immediately.

 
35

 

The options that we granted to Ms. Bathurst in June and December 2009 are for a term of 10 years, have an exercise price of $0.09 per share and $0.07 per share, respectively, and vested in full on the date of grant.  In the event Ms. Bathurst’s employment is terminated for death, disability or retirement, the option may be exercised to the extent exercisable on the date of such termination of employment until the earlier of the date that is one year after the date of such termination of employment (90 days in the case of termination due to retirement) or the expiration date of the option.  In the event Ms. Bathurst’s employment is terminated not for “cause” or is terminated by Ms. Bathurst for “good reason,” as such terms are defined in the applicable options, the option vests in full immediately and remains exercisable until the expiration date of the option.  In the event Ms. Bathurst’s employment is terminated for “cause,” the option terminates immediately.
 
All options outstanding to Messrs. Daniels and Soufflas and Ms. Bathurst were terminated during 2010.
 
Terms of Restricted Stock Awards
 
The restricted stock awards that we granted to Messrs. Daniels and Soufflas and Ms. Bathurst in 2006 vest in three equal annual installments commencing on March 28, 2007.  In the event we terminate the employment of the applicable executive officer without “cause” or the officer terminates his or her employment with us for “good reason,” as such terms are defined in such officer’s respective employment agreement, the officer’s restricted stock award vests in full immediately.  In the event the employment of the applicable executive officer is terminated for “cause,” any shares of common stock that have not vested as of the date of termination will be forfeited to us and cancelled.
 
The restricted stock award that we granted to Mr. Daniels in 2007 vests in four equal annual installments commencing on September 4, 2008.  In the event we terminate the employment of Mr. Daniels without “cause” or he terminates his employment with us for “good reason,” as such terms are defined in his employment agreement, his restricted stock award vests in full immediately.  In the event the employment of Mr. Daniels is terminated for “cause,” any shares of common stock that have not vested as of the date of termination will be forfeited to us and cancelled.
 
National Health Partners, Inc. 401(k) Plan
 
On January 15, 2007, we adopted the National Health Partners, Inc. 401(k) Plan.  The purpose of this plan is to provide our employees with tax-advantaged retirement benefits to assist them in saving and accumulating assets for retirement.  Under the plan, eligible employees may elect to contribute up to 100% of their compensation to the plan each year, subject to certain Internal Revenue Service (“IRS”) limitations.  We match 100% of the first 3% of the employee’s contribution and 50% of the next 2% of the employee’s contribution, subject to certain IRS limitations.  We contributed a total of $0 and $0 to the plan during the years ended December 31, 2011 and 2010, respectively.
 
Director Compensation
 
We do not provide any compensation to our employee directors and have not adopted a standard compensation package for non-employee directors serving as members of our board of directors.  We did not have any non-employee directors on our board of directors during 2011 and, thus, did not pay any director compensation to any non-employee directors during 2011.  We intend to add non-employee directors to our board of directors in the future.  In the event we do so, we intend to provide them with remuneration that may consist of one or more of the following: an annual retainer, a fee paid for each board meeting attended, an annual grant of equity compensation, and reimbursement for reasonable travel expenses incurred to attend meetings of the board of directors.  We may provide additional remuneration to board members participating on committees of our board of directors.
 
Outstanding Equity Awards at Fiscal Year End
 
The following table sets forth, for each named executive officer, information regarding unexercised options, stock that had not vested, and equity incentive plan awards as of the end of our fiscal year ended December 31, 2011.

 
36

 

 
   
Option Awards
   
Stock Awards
 
Name
 
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
   
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
   
Option
Exercise
Price ($)
   
Option
Expiration
Date
   
Number of
Shares or Units
of Stock That Have Not
Vested (#)
   
Market Value
of Shares or
Units of Stock
That Have
Not Vested ($) (2)
 
                                     
David M. Daniels
   
-0-
     
-0-
     
-0-
     
N/A
     
-0-
 
   
-0-
 
                                                 
Patricia S. Bathurst
   
-0-
     
-0-
     
-0-
     
N/A
     
-0-
     
-0-
 
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 
The following table sets forth, as of April 11, 2012, information with respect to the securities holdings of all persons that we have reason to believe, pursuant to filings with the SEC, may be deemed the beneficial owner of more than 5% of our outstanding common stock.  The following table also sets forth, as of such date, the beneficial ownership of our common stock by all executive officers 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 April 11, 2012 upon the exercise or conversion of any options, warrants or other convertible securities.  Unless otherwise indicated, each person or entity named below has sole voting and investment power with respect to all 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.
 
Name and Address of Beneficial Owner
 
Amount and Nature
of Beneficial
Ownership (1)
   
Percentage
of Class (1)
 
             
David M. Daniels
   
5,442,948
     
2.7
%
                 
Patricia S. Bathurst
   
332,600
     
*
%
                 
Giese Realty Investment Company
   
10,333,333
     
5.1
%
                 
Palekoki Ranch 
   
24,000,000 
     
11.8
%
                 
All officers and directors as a group (2 persons)
   
5,775,548
     
2.8
%
 
     
 
*
Less than 1%.
 
(1)
This table has been prepared based on 202,803,252 shares of our common stock outstanding on April 11, 2012.
 

 
37

 

Options Issued to Employees
 
A description of the options issued to our directors and employees that were outstanding at December 31, 2011 is set forth above under “Item 10.  Executive Compensation — Terms of Options” and in Note 10 to our audited consolidated financial statements beginning on page F-1 of this report.
 
Stock Incentive Plans
 
We have adopted five additional equity compensation plans that have not been approved by security holders.  These consist of the National Health Partners, Inc. 2006 Stock Incentive Plan, the National Health Partners, Inc. 2008 Stock Incentive Plan, the National Health Partners, Inc. 2011 Stock Incentive Plan, the National Health Partners, Inc. 2011 Stock Incentive Plan No. 2 and the National Health Stock Partners, Inc. 2011 Stock Incentive Plan No. 3. As of March 25, 2011, awards have been granted under each of the plans with respect to all shares (except for 200,000 shares for the 2011 Stock Incentive Plan and 8,000,000 shares for the 2011 Stock Incentive Plan No. 3) of our common stock available for issuance under the respective plans and there were no securities issuable upon the exercise of outstanding options, warrants or rights under either of the plans.  A description of the National Health Partners, Inc. 2006 Stock Incentive Plan, the National Health Partners, Inc. 2008 Stock Incentive Plan, the National Health Partners, Inc. 2011 Stock Incentive Plan, the National Health Partners, Inc. 2011 Stock Incentive Plan No. 2 and the National Health Stock Partners, Inc. 2011 Stock Incentive Plan No. 3 is set forth in Notes 7, 8, 9, 10 and 11, respectively, to our audited consolidated financial statements beginning on page F-1 of this report.
 
Compensation Discussion and Analysis
 
We have prepared the following Compensation Discussion and Analysis to provide you with information that we believe is necessary to understand our executive compensation policies and decisions as they relate to the compensation of our named executive officers.
 
We have only one member on our board of directors and do not currently have a compensation committee.  However, we intend to expand our board of directors in the near future by appointing or electing at least two new directors who will be deemed to be independent directors.  The presence of independent directors on our board of directors will allow us to form and constitute a compensation committee of our board of directors.
 
The primary objectives of the compensation committee with respect to executive compensation will be to (i) attract and retain the best possible executive talent available to us; (ii) motivate our executive officers to enhance our growth and profitability and increase shareholder value; and (iii) reward superior performance and contributions to the achievement of corporate objectives.
 
The focus of our executive pay strategy will be to tie short-term and long-term cash and equity incentives to the achievement of measurable corporate and individual performance objectives or benchmarks and to align executive compensation with the creation and enhancement of shareholder value.  In order to achieve these objectives, our compensation committee will be tasked with developing and maintaining a transparent compensation plan that will tie a substantial portion of our executives’ overall compensation to our sales, operational efficiencies and profitability.
 
Our board of directors has not set any performance objectives or benchmarks for 2011, as it intends for those objectives and benchmarks to be determined by the compensation committee once it is constituted and then approved by the board.  However, we anticipate that compensation benefits will include competitive salaries, bonuses (cash and equity based), health insurance and stock option plans.
 
Our compensation committee will meet at least quarterly to assess the cost and effectiveness of each executive benefit and the performance of our executive officers in light of our revenues, expenses and profits.
 
Repricing Options
 
During the fiscal year ended December 31, 2011, the Company did not reprice any stock options.

 
38

 

Item 13. Certain Relationships and Related Transactions and Director Independence.
 
Related-Party Transactions
 
On March 31, 2010, the Company entered into a Securities Agreement with David M. Daniels, its Chief Executive Officer, pursuant to which it granted 1,180,612 shares of the Company’s common stock, $0.001 par value per share to Mr. Daniels.  The shares were issued in lieu of the payment of $17,690 of salary compensation earned by Mr. Daniels under the Employment Agreement, dated May 1, 2006, by and between the Company and Mr. Daniels, during the period commencing January 1, 2010 and ending January 31, 2010 and payable to Mr. Daniels as of January 31, 2010, and in part for the termination of the following stock options held by Mr. Daniels: (i) the stock option dated February 1, 2005 to acquire 2,500,000 shares of common stock at an exercise price of $0.40, (ii) the stock option dated December 12, 2006 to acquire 250,000 shares of common stock at an exercise price of $0.88, and (iii) the stock option dated March 25, 2008 to acquire 400,000 shares of common stock at an exercise price of $0.28.
 
On March 31, 2010, the Company entered into a Securities Agreement with Alex Soufflas, its Chief Financial Officer and Executive Vice President, pursuant to which it granted 382,112 shares of common stock to Mr. Soufflas.  The shares were issued in lieu of the payment of $14,765 of salary compensation earned by Mr. Soufflas under the Employment Agreement, dated February 1, 2006, by and between the Company and Mr. Soufflas, during the period commencing January 1, 2010 and ending January 31, 2010 and payable to Mr. Soufflas as of January 31, 2010.
 
On March 31, 2010, the Company entered into a Securities Agreement with Patricia S. Bathurst, its Vice President - Marketing, pursuant to which it granted a stock option (the “Option”) to acquire 500,000 shares of common stock to Ms. Bathurst.  The Option was issued in lieu of the payment of $8,119 of salary compensation earned by Ms. Bathurst under the Employment Agreement, dated May 1, 2006, by and between the Company and Ms. Bathurst during the period commencing January 1, 2010 and ending January 31, 2010 and payable to Ms. Bathurst as of January 31, 2010, and in part for the termination of the following stock options held by Ms. Bathurst: (i) the stock option dated February 1, 2005 to acquire 2,500,000 shares of common stock at an exercise price of $0.40, (ii) the stock option dated December 12, 2006 to acquire 250,000 shares of common stock at an exercise price of $0.88, (iii) the stock option dated September 4, 2007 to acquire 400,000 shares of common stock at an exercise price of $0.50, and (iv) the stock option dated March 25, 2008 to acquire 400,000 shares of common stock at an exercise price of $0.28.  The Option is for a term of 10 years, has an exercise price of $0.045 per share and vested in full on the date of grant.
 
All stock options issued to David M. Daniels, Alex Soufflas and Patricia S. Bathurst were cancelled in 2010.
 
Director Independence
 
David M. Daniels, our President and Chief Executive Officer, is the sole member of our board of directors.  Mr. Daniels will serve until the next annual meeting of shareholders or until his successor is duly elected and qualified.  Pursuant to Item 407(a)(1)(ii) of Regulation S-K promulgated under the Securities Act, we have adopted the definition of “independent director” as set forth in Rules 5000(a)(19) and 5605(a)(2) of the rules of the Nasdaq Stock Market.  Mr. Daniels does not qualify as an “independent director” pursuant to such rules.  Our board of directors has not created separately-designated standing committees and Mr. Daniels is not “independent” for purposes of Rule 5605(c)(2) of the rules of the Nasdaq Stock Market.  Officers are elected annually by our board of directors and serve at the discretion of our board of directors.
 
Item 14. Principal Accounting Fees and Services.
 
Independent Public Accountants
 
The following table presents fees for professional audit services performed by HJ & Associates, LLC for the audit of our annual financial statements for our fiscal years ended December 31, 2011 and 2010, and fees billed for other services rendered by HJ & Associates, LLC during such years.

 
39

 

 
   
2011
   
2010
 
             
Audit Fees:
 
$
40,600
   
$
44,500
 
                 
Audit-Related Fees:
 
$
6,760
     
1,700
 
                 
Tax Fees:
 
$
1.300
     
950
 
                 
All Other Fees:
 
$
     
 
                 
Total:
 
$
48,660
   
$
47,150
 
 
Audit Fees consist of fees billed for professional services rendered by our principal accountant for the audit of our annual consolidated financial statements and review of our interim consolidated financial statements included in our quarterly reports and services that are normally provided by our principal accountant in connection with statutory and regulatory filings or engagements.
 
Audit-Related Fees consist of fees billed for assurance and related services rendered by our principal accountant that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees” and relate to services performed in connection with the review of our Registration Statements on Form S-8.
 
Tax Fees consists of fees billed for professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.  These services include assistance regarding federal and state tax compliance and filings.
 
All Other Fees consist of fees billed for products and services provided by our principal accountant, other than those services described above.
 
Our board of directors serves as our audit committee.  It approves the engagement of our independent auditors, and meets with our independent auditors to approve the annual scope of accounting services to be performed and the related fee estimates.  It also meets with our independent auditors prior to the completion of our annual audit and reviews the results of their audit and review of our annual and interim consolidated financial statements, respectively.  During the course of the year, our chairman has the authority to pre-approve requests for services that were not approved in the annual pre-approval process.  The chairman reports any interim pre-approvals at the following quarterly meeting.  At each of the meetings, management and our independent auditors update our board of directors regarding material changes to any service engagement and related fee estimates as compared to amounts previously approved.  During 2011 and 2010, all audit and non-audit services performed by our independent accountants were pre-approved by our board of directors in accordance with the foregoing procedures.
 
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Principal Accountants are engaged by us to render any auditing or permitted non-audit related service, the engagement be:
 
·  
approved by our audit committee (which consists of our entire board of directors); or
 
·  
entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.

 
40

 

The board of directors pre-approves all services provided by our independent auditors.  All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
 
The board of directors has considered the nature and amount of fees billed by our principal accountants and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our principal accountants’ independence.
 
During the 2011 and 2010 fiscal years, the Company used the following pre-approval procedures related to the selection of our independent auditors and the services they provide:  unanimous consent of all directors via a board resolution.
 
Item 15. Exhibits, Financial Statement Schedules.
 
(a)(1) Financial Statements
 
Financial statements for National Health Partners, Inc. listed in the Index to Financial Statements and Supplementary Data on page F-1 are filed as part of this Annual Report.
 
(a)(2) Financial Statement Schedule
 
Financial Statement Schedule for National Health Partners, Inc. listed in the Index to Financial Statements and Supplementary Data on page F-1 are filed as part of this Annual Report.
 
(b) See Exhibit Index below for exhibits required by Item 601 of Regulation S-K
 
EXHIBIT INDEX
 
List of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation S-K
 
Exhibit No.
 
Exhibit
     
3.1
 
Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registration statement on Form SB-2, File No. 333-126315, initially filed with the SEC on June 30, 2005, as amended (“Registration Statement No. 333-126315”)
     
3.1.1
 
Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3 (i) to the Current Report on Form 8-K filed with the SEC on January 10,2011
     
3.2
 
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Registration Statement No. 333-126315)
     
4.1
 
Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to Registration Statement No. 333-126315)
     
10.1
 
Employment Agreement, dated May 13, 2005, by an between the Company and David M. Daniels (incorporated by reference to Exhibit 10.1 to Registration Statement No. 333-126315)
     
10.2
 
Employment Agreement, dated May 13, 2005, by an between the Company and Patricia S. Bathurst (incorporated by reference to Exhibit 10.3 to Registration Statement No. 333-126315)
     
10.3
 
Option to Acquire Shares of Common Stock, dated May 13, 2005, issued by the Company to David M. Daniels (incorporated by reference to Exhibit 10.4 to Registration Statement No. 333-126315)
     
10.4
 
Option to Acquire Shares of Common Stock, dated May 13, 2005, issued by the Company to Patricia S. Bathurst (incorporated by reference to Exhibit 10.6 to Registration Statement No. 333-126315)
 
 
 
41

 
 
10.5
 
Network Access Agreement, dated April 30, 2001, between the Company and Careington International Corporation (incorporated by reference to Exhibit 10.7 to Registration Statement No. 333-126315)
     
10.6
 
Optum Services Agreement, dated October 1, 2001, between the Company and United HealthCare Services, Inc. (incorporated by reference to Exhibit 10.8 to Registration Statement No. 333-126315)
     
10.7
 
Network Access and Repricing Agreement, dated September 1, 2002, between the Company and First Access, Inc. (incorporated by reference to Exhibit 10.9 to Registration Statement No. 333-126315)
     
10.8
 
Network Leasing Agreement, dated December 18, 2003, between the Company and National Benefit Builders, Inc. (incorporated by reference to Exhibit 10.10 to Registration Statement No. 333-126315)
     
10.9
 
AdvancePCS, L.P. Managed Pharmaceutical Benefit Agreement, dated July 1, 2001, between the Company and AdvancePCS, L.P. (incorporated by reference to Exhibit 10.11 to Registration Statement No. 333-126315)
     
10.10
 
Agreement of Lease, dated April 22, 2004, between Liberty Property Limited Partnership and the Company (incorporated by reference to Exhibit 10.12 to Registration Statement No. 333-126315)
     
10.11
 
Option to Acquire Shares of Common Stock, dated August 15, 2005, issued by the Company to Alex Soufflas (incorporated by reference to Exhibit 10.18 to Registration Statement No. 333-126315)
     
10.12
 
Employment Agreement, dated March 29, 2006, by and between the Company and Alex Soufflas (incorporated by reference to Exhibit 10.45 to the Annual Report on Form 10-KSB filed with the SEC on March 31, 2006)
     
10.13
 
Restricted Stock Award Agreement, dated March 28, 2006, by and between the Company and David M. Daniels (incorporated by reference to Exhibit 10.47 to the Annual Report on Form 10-KSB filed with the SEC on March 31, 2006)
     
10.14
 
Restricted Stock Award Agreement, dated March 28, 2006, by and between the Company and Alex Soufflas (incorporated by reference to Exhibit 10.48 to the Annual Report on Form 10-KSB filed with the SEC on March 31, 2006)
     
10.15
 
Restricted Stock Award Agreement, dated March 28, 2006, by and between the Company and Patricia S. Bathurst (incorporated by reference to Exhibit 10.49 to the Annual Report on Form 10-KSB filed with the SEC on March 31, 2006)
     
10.16
 
Option to Acquire Shares of Common Stock, dated December 12, 2006, issued by the Company to David M. Daniels (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 14, 2006)
     
10.17
 
Option to Acquire Shares of Common Stock, dated December 12, 2006, issued by the Company to Alex Soufflas (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on December 14, 2006)
     
10.18
 
Option to Acquire Shares of Common Stock, dated December 12, 2006, issued by the Company to Patricia S. Bathurst (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on December 14, 2006)
     
10.19
 
Amendment No. 1 to Option to Acquire Shares of Common Stock, dated December 12, 2006, between the Company and David M. Daniels (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on December 14, 2006)
     
10.20
 
Amendment No. 1 to Option to Acquire Shares of Common Stock, dated December 12, 2006, between the Company and Alex Soufflas (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on December 14, 2006)
     
10.21
 
Amendment No. 1 to Option to Acquire Shares of Common Stock, dated December 12, 2006, between the Company and Patricia S. Bathurst (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on December 14, 2006)
     
10.22
 
First Amendment to Lease Agreement dated March 13, 2007 by and between the Company and Liberty Property Limited Partnership (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on March 19, 2007)
 
 
 
42

 
 
10.23
 
Restricted Stock Award, dated September 4, 2007, issued by the Company to David M. Daniels (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 7, 2007)
     
10.24
 
Option to Acquire Shares of Common Stock, dated September 4, 2007, issued by the Company to Alex Soufflas (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on September 7, 2007)
     
10.25
 
Option to Acquire Shares of Common Stock, dated September 4, 2007, issued by the Company to Patricia S. Bathurst (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on September 7, 2007)
     
10.26
 
Option to Acquire Shares of Common Stock, dated March 25, 2008, issued by the Company to David M. Daniels (incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-KSB filed with the SEC on March 31, 2008)
     
10.27
 
Option to Acquire Shares of Common Stock, dated March 25, 2008, issued by the Company to Alex Soufflas (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-KSB filed with the SEC on March 31, 2008)
     
10.28
 
Option to Acquire Shares of Common Stock, dated March 25, 2008, issued by the Company to Patricia S. Bathurst (incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-KSB filed with the SEC on March 31, 2008)
     
10.29
 
Option to Acquire Shares of Common Stock, dated December 30, 2008, issued by the Company to Patricia S. Bathurst (incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K filed with the SEC on March 25, 2009)
     
10.30
 
Option to Acquire Shares of Common Stock, dated June 15, 2009, issued by the Company to Patricia S. Bathurst (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on November 16, 2009)
     
10.31
 
2011 Employee and Consultant Stock Plan (incorporated by reference to Exhibit 4.1 of Form S-8 Registration Statement filed with the SEC on January 31,2011 (“Registration Statement No. 333-171956”)
     
10.32
 
Sponsor Agreement, dated February 23, 2007, between Company and Outlook Vision Services, LLC (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011)
     
10.33
 
Membership Agreement, dated May 16, 2007, between Company and American Advantage Association (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011)
     
10.34
 
Securities Purchase Agreement, dated January 12, 2011, between Company and Pierre Besuchet (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011)
     
10.35
 
Securities Purchase Agreement, dated January 12, 2011, between Company and Besamon Trade & Consulting LTD (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011)
     
10.36
 
Securities Purchase Agreement, dated January 24, 2011, between Company and Cobalt Enterprises, LLC (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011)
     
10.37
 
Securities Purchase Agreement, dated February 18, 2011, between Company and Jason Nelson (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011)
     
10.38
 
Securities Purchase Agreement, dated May 5, 2011, between Company and Pierre Besuchet (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011)
     
10.39
 
Securities Purchase Agreement, dated May 5, 2011, between Company and Besamon Trade & Consulting LTD (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011)
     
21*
 
Subsidiaries.
     
31.1 *
 
Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C. Section 1350
     
32.1 *
 
906 Certification of Principal Executive and Financial Officer
     
101 **
 
Interactive Data Files pursuant to Rule 405 of Regulation S-T.
 
     
 
*
Filed herewith
 
**
To be filed by Amendment
 

 
43

 

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.
 
 
NATIONAL HEALTH PARTNERS, INC.
   
     
Date: April 16, 2012
By: 
/s/ David M. Daniels
   
David M. Daniels
   
Chief Executive Officer,  Chief Financial Officer and Principal Accounting Officer
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
         
         
         
/s/ David M. Daniels
 
Chief Executive Officer, Chief Financial Officer,
 
April 16, 2012
David M. Daniels
   Principal Accounting Officer, President and    
    Chairman of the Board (Principal Executive Officer)    
         
 

 
44

 

NATIONAL HEALTH PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
 
Table of Contents
 
Report of Independent Registered Public Accounting Firm
F-2
   
Consolidated Balance Sheets at December 31, 2011 and 2010
F-3
   
Consolidated Statements of Operations for the Years Ended December 31, 2011 and 2010
F-4
   
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2011 and 2010
F-5
   
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010
F-6
   
Notes to Consolidated Financial Statements – December 31, 2011 and 2010
F-7
 

 
F-1

 

Report of Independent Registered Public Accounting Firm
 
 
To the Board of Directors of
National Health Partners, Inc. and Subsidiaries
Horsham, Pennsylvania
 
We have audited the accompanying consolidated balance sheets of National Health Partners, Inc. as of December 31, 2011 and 2010, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of National Health Partners, Inc. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to those matters are also described in Note 2 to the consolidated financial statements.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/  HJ & Associates, LLC         
HJ & Associates, LLC
Salt Lake City, Utah
April 16, 2012

 
F-2

 
National Health Partners, Inc. and Subsidiaries
Consolidated Balance Sheets

 
     December 31,  
   
2011
   
2010
 
             
Assets
           
             
Current assets:
           
     Cash
  $ 3,340     $ 28,548  
     Accounts receivable, net
    5,843       ---  
     Prepaid expense
    305,843       5,138  
     Deposits
    ---       25,000  
                 
         Total current assets
    315,026       58,686  
                 
Property and equipment, net
    ---       6,069  
Prepaid expense
    8,684       ---  
Deposits
    19,000       19,000  
                 
          Total assets
  $ 342,710     $ 83,755  
                 
Liabilities and stockholders' equity (deficit)
               
                 
Current liabilities
               
     Accounts payable
  $ 161,504     $ 228,842  
     Refunds payable
    5,545       8,453  
     Accrued expenses
    1,305       308  
     Deferred revenue
    69,660       87,188  
     Notes Payable
    47,000       ---  
                 
          Total current liabilities
    285,014       324,791  
                 
          Total liabilities
    285,014       324,791  
                 
Commitments and contingencies
               
                 
Stockholders' equity (deficit):
               
     Common stock, $0.001 par value, 250,000,000 shares authorized,
               
         202,803,252 and 94,692,478 shares issued and outstanding,
               
         respectively
    202,803       94,692  
Additional paid-in capital
    28,162,599       27,055,214  
Deferred compensation
    ---       (31,111 )
Accumulated deficit
    (28,307,706 )     (27,359,831 )
                 
          Total stockholders' equity (deficit)
    57,696       (241,036 )
                 
          Total liabilities and stockholders' equity (deficit)
  $ 342,710     $ 83,755  
 
 
 
 
The accompanying notes are an integral part of these consolidated financial statements
 
 
F-3

 
 
National Health Partners, Inc. and Subsidiaries
Consolidated Statements of Operations
 
 
    For the Twelve Months Ended  
    December 31,  
   
2011
   
2010
 
             
Net revenue
  $ 1,673,548     $ 2,243,484  
                 
Direct costs
    877,733       1,330,105  
                 
Gross profit
    795,815       913,379  
                 
Operating expenses:
               
     General and administrative
    1,743,120       1,665,367  
                 
Total operating expenses
    1,743,120       1,665,367  
                 
Loss from operations
    (947,305 )     (751,988 )
                 
Other expense:
               
     Interest expense
    (570 )     ---  
                 
Total other expense
    (570 )     ---  
                 
Net loss
  $ (947,875 )   $ (751,988 )
                 
Basic loss per share
  $ (0.01 )   $ (0.01 )
                 
Weighted average number of shares outstanding
    155,744,752       85,131,395  
 
 
 
 
The accompanying notes are an integral part of these consolidated financial statements
 
 
F-4

 
 
National Health Partners, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity (Deficit)
 

               
Additional
               
Total
 
   
Common Stock
   
Paid-in
   
Deferred
   
Accumulated
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Compensation
   
Deficit
   
Equity (Deficit)
 
                                     
Balance at December 31, 2009
    73,894,754     $ 73,895     $ 26,554,571     $ (106,060 )   $ (26,607,843 )   $ (85,437 )
                                                 
Common stock issued for services
    1,562,724       1,562       174,153       74,949       ---       250,664  
                                                 
Common stock issued upon exercise of stock warrants
    1,000,000       1,000       14,000       ---       ---       15,000  
                                                 
Contributed Services by CEO
    ---       ---       11,540       ---       ---       11,540  
                                                 
Common stock and warrants issued for cash
    18,235,000       18,235       300,950       ---       ---       319,185  
                                                 
Net loss
    ---       ---       ---       ---       (751,988 )     (751,988 )
                                                 
Balance at December 31, 2010
    94,692,478       94,692       27,055,214       (31,111 )     (27,359,831 )     (241,036 )
                                                 
Common stock issued for services
    62,300,000       62,300       814,446       31,111       ---       907,857  
                                                 
Common stock issued upon exercise of stock warrants
    11,475,000       11,475       50,175       ---       ---       61,650  
                                                 
Contributed Services by CEO
    ---       ---       114,599       ---       ---       114,599  
                                                 
Common stock and warrants issued for cash
    34,335,774       34,336       128,165       ---       ---       162,501  
                                                 
Net loss
    ---       ---       ---       ---       (947,875 )     (947,875 )
                                                 
Balance at December 31, 2011
    202,803,252     $ 202,803     $ 28,162,599     $ ---     $ (28,307,706 )   $ 57,696  
 
 
 
 
 
The accompanying notes are an integral part of these consolidated financial statements
 
 
 

 
F-5

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

    For the Twelve Months Ended  
    December 31,  
   
2011
   
2010
 
             
Cash flows from operating activities
           
   Net loss
  $ (947,875 )   $ (751,988 )
   Adjustments to reconcile net loss to net cash used by operating activities:
               
        Common stock issued for services and amortization of prepaid services
    598,255       250,664  
        Contributed Services by CEO
    114,599       11,540  
        Depreciation
    6,069       9,674  
   Changes in operating assets and liabilities:
               
        (Increase) in accounts receivable
    (5,843 )     ---  
        Decrease in deposits
    24,900       62,928  
        Decrease in other current assets
    213       1,218  
        (Decrease) increase in accounts payable and accrued expenses
    (66,341 )     83,889  
        (Decrease) in refunds payable
    (2,907 )     (154 )
        (Decrease) in deferred revenue
    (17,428 )     (5,099 )
                 
             Net cash used by operating activities
    (296,358 )     (337,328 )
                 
Cash flows from investing activities
               
             Net cash provided by investing activities
    ---       ---  
                 
Cash flows from financing activities
               
    Net Proceeds from sale of stocks and warrants
    224,150       334,185  
    Net Proceeds from sale of notes and warrants
    47,000       ---  
                 
             Net cash provided by financing activities
    271,150       334,185  
                 
Net decrease in cash
    (25,208 )     (3,143 )
Cash at beginning of period
    28,548       31,691  
                 
Cash at end of period
  $ 3,340     $ 28,548  
                 
Supplemental disclosure of cash flow information
               
    Cash paid for interest
  $ ---     $ ---  
    Cash paid for taxes
  $ ---     $ ---  
 
 
 
 
The accompanying notes are an integral part of these consolidated financial statements
 
 
F-6

 
  
National Health Partners, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 and 2010
 
 
Note 1. Description of Business.
 
National Health Partners, Inc. (the “Company”) was organized on March 10, 1989 as “Spectrum Vision Systems of Indiana, Inc.” under the laws of the State of Indiana.  The Company changed its name to “National Health Partners, Inc.” on March 13, 2001.
 
The Company sells membership programs that encompass all aspects of healthcare, including physicians, hospitals, ancillary services, dentists, prescription drugs and vision care through a national healthcare savings network called “CARExpress.”  The Company derives almost all of its revenue from the monthly membership fees it receives from its members.  It markets its programs through a direct sales force, brokers and agents, unions and associations, chambers of commerce, and a variety of other organizations.  The Company typically pays these organizations commissions on the sale price of the membership programs.  These organizations typically offer and sell the Company’s membership programs on a part-time basis and may engage in other related or unrelated business activities, including selling the products or services of the Company’s competitors.  The Company’s agreements with these organizations are generally for a term of one year and renew automatically for additional one-year terms unless written notice of termination is delivered by either party to the other at least 30 days prior to the then-current term.
 
The Company contracts with preferred provider organizations and other provider networks for access to the discounted rates they have negotiated with their healthcare providers.  The principal suppliers of the healthcare providers that comprise CARExpress are CareMark, Aetna, Optum, Outlook Vision, Integrated Healthand Three Rivers.  The Company selects and utilizes only those provider networks that it believes can deliver adequate savings to its members while providing adequate support for its membership programs with the healthcare providers.  It typically pays a per member per month fee for use of the provider networks that is determined in part based on the number of providers participating in the network, the number of members accessing the network, and the particular products or services offered by the providers.  The Company’s agreements with the provider networks are generally for a term of between one and two years, may be terminated by either party on between 45 and 180 days’ prior written notice, and renew automatically for additional terms unless so terminated.  Most of these agreements are non-exclusive and contain confidentiality provisions.
 
Note 2. Significant Accounting Policies
 
This summary of significant accounting policies is provided to assist the reader in understanding the Company’s financial statements.  The financial statements and notes thereto are representations of the Company’s management.  The Company’s management is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

 
F-7

 

National Health Partners, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 and 2010
 
 
Note 2. Significant Accounting Policies (Continued)
 
Basis of Presentation
 
The Company’s consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has historically incurred significant losses, which raises substantial doubt about the Company’s ability to continue as a going concern.  The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.
 
Principles of Consolidation
 
The consolidated financial statements include the balances of National Health Partners, Inc. and its wholly-owned subsidiaries.  All material inter-company balances and transactions have been eliminated in consolidation.
 
Reclassifications
 
Certain amounts in the 2010 consolidated financial statements have been reclassified to conform to the 2011 presentation.  These reclassifications did not result in any change to the previously reported total assets, net loss or stockholders’ equity.
 
Estimates
 
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.
 
Revenue Recognition
 
The Company’s revenue consists of the monthly membership fees that it receives from the sale of its membership programs as well as any shipping and handling fees that it may receive for the shipment of membership packages to new members.  The date a monthly membership begins varies for each individual member depending upon when the particular member purchased the membership.  Members have the right to terminate their membership at any time and may do so at the end of each month before they pay the membership fee for the next month.  The Company recognizes the membership fees and shipping and handling fees as revenue when persuasive evidence of an arrangement exists, delivery or performance has occurred, the sales price is fixed and determinable, and collectibility is reasonably assured in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605 (“ASC 605”).

 
F-8

 

National Health Partners, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 and 2010
 
 
Note 2. Significant Accounting Policies (Continued)
 
Revenue Recognition (Continued)
 
The membership fees are paid by members each month.  The contractual term for the membership fees is equal to the monthly membership period.  The expected period during which the services will be performed in return for the membership fees will never extend beyond the one-month membership period since the members will pay another monthly membership fee before the next monthly membership period begins.  As a result, the Company recognizes the membership fees on a straight-line basis over the contract term since the relationship with the member is not expected to extend beyond the contractual term and the member is not expected to continue to benefit from the payment of the membership fee after the contractual term has expired.
 
The shipping and handling fees are one-time payments received by the Company from the applicable members when they first become a member.  These fees are not paid repeatedly each month.  The monthly contract term is, therefore, not necessarily equal to the expected period during which services will be performed since the period during which services will be performed is the average period during which each person is expected to be a member.  The Company calculates the expected period during which it expects its members to remain members as of the end of each fiscal quarter.  It does so by determining the total number of members that it had on such date, then dividing the total number of months for which all of such members had been a member as of that date by the number of such members.  This provides the average number of months each member has been a member.  The expected period during which services will be performed (i.e., the expected period during which each member will remain a member) has always exceeded the initial monthly membership period.  Therefore, the Company recognizes shipping and handling fees on a straight-line basis over the expected period during which the services will be performed since the relationship with the members is expected to extend beyond the initial contractual term and the members are expected to continue to benefit from the payment of the shipping and handling fees after the initial contractual term has expired.
 
At the beginning of each membership period, the monthly membership fee is paid by the member and recorded as deferred revenue.  The Company then recognizes revenue as the services are rendered.  Shipping and handling fees that the Company receives for the shipment of membership packages to new members are included in its membership fees and recorded as deferred revenue.  The Company typically receives cash within five days of the date the membership fee is charged to a member’s credit card.  The Company had deferred revenue of $69,660 and $87,088 at December 31, 2011 and 2010, respectively.

 
F-9

 

National Health Partners, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 and 2010
 
 
Note 2. Significant Accounting Policies (Continued)
 
Revenue Recognition (Continued)
 
The Company offers a free trial to some of its members.  The Company does not recognize any revenue during the free-trial period.  In the event the member continues the membership after the free-trial period expires, the member pays the monthly membership fee and the Company recognizes revenue as services are rendered.
 
The Company also offers a 30-day money-back guarantee to its members.  Members can cancel their membership during the first 30 days of their initial membership period and receive a full refund.  After that, members can cancel their membership at the end of any subsequent monthly membership period.  If a member cancels his or her membership and the member’s credit card has already been processed for the next monthly membership period, a refund check will be issued to the member and no revenue will be recognized for that period.
 
The Company recognizes refunds as expense in accordance with ASC 605 which permits companies to recognize refundable membership fees, net of estimated refunds, as earned revenue over the membership term in limited circumstances if the following criteria are met: (i) the estimate of cancellations and refunded revenue are being made for a large pool of homogeneous items (membership transactions with the same characteristics, such as terms, periods, class of customers, nature of services, etc.), (ii) reliable estimates of the expected refunds can be made on a timely basis and it is remote that material adjustments to previously recognized revenue would be required, (iii) there is a sufficient company-specific historical basis upon which to estimate the refunds and such historical basis is predictive of future events, and (iv) the amount of the membership fees specified in the agreement at the outset of the arrangement is fixed, other than the customer’s right to request a refund.  The Company had sales refunds of $101,320 and $152,534 that were netted against sales for the years ended December 31, 2011 and 2010, respectively, and had refunds payable of $5,545 and $8,453 at December 31, 2011 and 2010, respectively.
 
Accounts Receivable
 
         The Company recognizes accounts receivable for its group accounts at estimated realizable value. On a periodic basis, The Company evaluates its accounts receivable and establishes an allowance for losses based on the history and collection of current credit amounts. As of December 31, 2011, the company considers accounts receivable to be fully collectible; accordingly, an allowance for losses has not been established.
 
Direct Costs
 
The Company’s direct costs consist of sales commissions and fees paid to PPOs and provider networks.  The Company incurred sales commission expense of $686,774 and $955,738 and network provider costs of $190,959 and $374,367 for the years ended December 31, 2011 and 2010, respectively.

 
F-10

 

National Health Partners, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 and 2010
 
 
Note 2. Significant Accounting Policies (Continued)
 
Stock-Based Compensation Expense
 
The Company accounts for employee stock-based compensation in accordance with the fair value recognition provisions of ASC Topic 718 (“ASC 718”) using the modified prospective transition method.  Under this method, compensation expense includes: (a) compensation expense for all stock-based payments granted, but not yet vested, as of January 1, 2006 based on the grant-date fair value, and (b) compensation expense for all stock-based payments granted subsequent to January 1, 2006, based on the grant-date fair value.  Such amounts have been reduced by the Company’s estimate of forfeitures of all unvested awards.
 
The Company accounts for non-employee stock-based compensation in accordance with ASC 718 and ASC Topic 505 (“ASC 505”).  ASC 718 and ASC 505 require that the Company recognizes compensation expense based on the estimated fair value of stock-based compensation granted to non-employees over the vesting period, which is generally the period during which services are rendered by the non-employees.
 
The Company uses the Black-Scholes pricing model to determine the fair value of the stock-based compensation that it grants to employees and non-employees.  The Company is required to make certain assumptions in connection with this determination, the most important of which involves the calculation of volatility with respect to the price of its common stock.  The computation of volatility is intended to produce a volatility value that is representative of the Company’s expectations about the future volatility of the price of its common stock over an expected term.

 
F-11

 

National Health Partners, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 and 2010
 
 
Note 2. Significant Accounting Policies (Continued)
 
Stock-Based Compensation Expense (Continued)
 
The Company used its share price history to determine volatility and cannot predict how the price of its shares of common stock will react on the open market in the future since its common stock has only been trading on the OTC Bulletin Board since March 30, 2006.  As a result, the volatility value that the Company calculated may differ from the future volatility of the price of its shares of common stock.
 
The Company recognized $598,255 and $256,721 of stock compensation expense during the years ended December 31, 2011 and 2010, respectively.
 
Income Taxes
 
The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.  Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized in the future.
 
Net deferred tax assets consisted of the following components at December 31, 2011 and 2010, respectively:
 
   
December 31,
 
   
2011
   
2010
 
Deferred tax assets:
           
Net operating loss carryforwards
 
$
6,007,200
   
$
5.918,448
 
Depreciation
   
2,300
     
2,095
 
Deferred revenue
   
---
     
34,003
 
    Contribution Carryover
   
100
     
---
 
Deferred tax liabilities:
               
Depreciation
   
---
     
---
 
                 
Valuation allowance
   
(6,009,600
)
   
(5,954,546)
 
                 
Net deferred tax asset
 
$
---
   
$
---
 
 

 
F-12

 

National Health Partners, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 and 2010
 
 
Note 2. Significant Accounting Policies (Continued)
 
Income Taxes (Continued)
 
At December 31, 2011, the Company had net operating loss carry-forwards of approximately $15,403,000 that may be offset against future taxable income from the years 2012 through 2032. No tax benefit has been reported in the December 31, 2011 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
 
Utilization of net operating loss carry-forwards may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code of 1986, as well as similar state and foreign provisions.  These ownership changes may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income and tax, respectively.  Subsequent ownership changes could further affect the limitation in future years.  These annual limitation provisions may result in the expiration of certain net operating losses and credits before utilization.
 
In calculating the amount of pretax income from continuing operations for the years ended December 31, 2011 and 2010, the amount of income tax calculated under accounting principles generally accepted in the United States of America differed from the amount of income tax determined under United States federal and state income tax provisions as follows:
 
   
December 31,
 
   
2011
   
2010
 
             
Book loss
 
$
(369,700
)
 
$
(293,300
)
Depreciation
   
200
     
---
 
Stock compensation and contributed services
   
278,000
     
98,800
 
Valuation allowance
   
91,500
     
195,200
 
Meals and entertainment
   
---
     
300
 
   
$
---
   
$
---
 
 

 
F-13

 

National Health Partners, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2011 and 2010
 
 
Note 2. Significant Accounting Policies (Continued)
 
Loss Per Share
 
Basic loss per share is based on the weighted average number of shares of the Company’s common stock outstanding during the applicable year, and is calculated by dividing the reported net loss for the applicable year by the weighted average number of shares of common stock outstanding during the applicable year.   The Company calculates diluted loss per share by dividing the reported net loss for the applicable year by the weighted average number of shares of common stock outstanding during the applicable year as adjusted to give effect to the exercise of all potentially dilutive options and warrants outstanding at the end of the year.  A total of 8,825,000 and 125,000 shares of common stock underlying options and warrants that were outstanding on December 31, 2011 and 2010, respectively, have been excluded from the computation of diluted earnings per share because they are anti-dilutive.  As a result, basic loss per share was equal to diluted loss per share for each year.