Walker Financial Corp – ‘424B3’ on 5/12/06

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Prospectus   —   Rule 424(b)(3)
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 1: 424B3       Prospectus                                            64    405K 

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                                                     Registration No. 333-132902
                                                Filed Pursuant to Rule 424(b)(3)

WALKER FINANCIAL CORPORATION

 56,181,919 SHARES OF COMMON STOCK

This  prospectus  relates  to  the  resale  by the selling stockholders of up to
56,181,919 shares of our common stock. We will not receive any proceeds from the
resale  of  shares  of  our  common  stock.                                     

The  total  number  of  shares sold herewith includes the following shares to be
issued  to  Dutchess  Private  Equities  Fund  II,  LP  ("Dutchess"):  (i) up to
4,410,000  shares  issuable  upon  conversion  of  convertible  debentures, (ii)
962,500  shares  issuable  upon exercise of warrants, and (iii) up to 50,000,000
shares  of  common stock issuable to Dutchess pursuant to a "put right" under an
Investment Agreement, also referred to as an Equity Line of Credit. In addition,
it includes shares to be registered on behalf of other selling security holders,
as  follows:  (i)  281,250  shares  issuable  upon exercise of warrants and (ii)
528,169  shares issuable upon conversion of convertible promissory notes. We are
not  selling  any shares of common stock in this offering and therefore will not
receive any proceeds from this offering. We will, however, receive proceeds from
the  sale  of  the  50,000,000  shares  of common stock under the Equity Line of
Credit  with  Dutchess and the cash exercise, if any, of warrants to purchase an
aggregate  of  835,577  shares  of  common stock. All costs associated with this
registration  will  be  borne  by  us.                                          

A  "put  right" permits us to require Dutchess to buy shares of our common stock
pursuant  to  the terms of the Equity Line of Credit. That Equity Line of Credit
permits  us  to  "put" up to an aggregate of $10,000,000 in shares of our common
stock to Dutchess. Dutchess will pay us 93% of the lowest closing Best Bid price
(or  highest  posted  bid price) of our common stock during the five trading day
period  immediately  following the date of our notice to them of our election to
put  shares  pursuant  to  the  Equity  Line  of  Credit.                       

With the exception of Dutchess and J.P. Turner & Associates, each of which is an
"underwriter"  within  the  meaning  of  the  Securities  Act  of 1933, no other
underwriter  or  person  has  been  engaged  to facilitate the sale of shares of
common  stock  in  this  offering.                                              

Our  common  stock  is  quoted  on the Over-The-Counter Bulletin Board under the
symbol  "WLKF."  The  last reported sales price per share of our common stock as
reported  by  the  Over-The-Counter  Bulletin  Board  on  May 1, 2006, was $.10.

Investing  in  these  securities  involves significant risks. See "Risk Factors"
beginning  on  page  3.                                                         

The  Securities and Exchange Commission and state securities regulators have not
approved  or disapproved of these securities or determined if this prospectus is
truthful  or complete. Any representation to the contrary is a criminal offense.

The  date  of  this  prospectus  is  May 10,  2006.                             

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 TABLE OF CONTENTS

                                                                          Page

Prospectus Summary..........................................................2   
Risk Factors................................................................5   
Forward Looking Statements..................................................9   
Use of Proceeds.............................................................10  
Market for Common Equity and Related Stockholder Matters....................15  
Management's Discussion and Analysis or Plan of Operation...................16  
Business....................................................................24  
Description of Property.....................................................28  
Legal Proceedings...........................................................28  
Directors, Executive Officers, Promoters and Control Persons................29  
Executive Compensation......................................................30  
Certain Relationships and Related Transactions..............................32  
Security Ownership of Certain Beneficial Owners and Management..............33  
Description of Securities...................................................34  
Indemnification for Securities Act Liabilities..............................35  
Plan of Distribution........................................................35  
Selling Stockholders........................................................38  
Legal Matters...............................................................39  
Experts.....................................................................39  
Available Information.......................................................39  
Index to Financial Statements...............................................F-1 

You  may  only  rely  on the information contained in this prospectus or that we
have  referred  you  to.  We  have  not  authorized  anyone  to provide you with
different information. This prospectus does not constitute an offer to sell or a
solicitation  of  an  offer  to  buy  any securities other than the common stock
offered by this prospectus. This prospectus does not constitute an offer to sell
or  a  solicitation  of an offer to buy any common stock in any circumstances in
which  such  offer  or  solicitation  is  unlawful. Neither the delivery of this
prospectus nor any sale made in connection with this prospectus shall, under any
circumstances,  create  any  implication  that  there  has been no change in our
affairs  since  the date of this prospectus or that the information contained by
reference  to  this  prospectus  is  correct  as  of  any  time  after its date.

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PROSPECTUS SUMMARY

OUR  BUSINESS                                                                   

We  market insurance products, currently focusing on prearrangement and pre-need
products.  Prearrangement  and pre-need products allow individuals to secure the
funding  for  and  in  some  instances  the  goods and services for their future
funerals prior to their deaths. In connection with our pre-need funding products
we sell, as agent on behalf of major insurance carriers, life insurance policies
in  amounts from $3,000 to $15,000, which upon an individual's death is used for
the  payment  of  his  or  her  funeral  costs. An individual may also freeze or
guarantee  the  price  of  the  future  funeral by prearranging it. This process
entails  individuals  choosing, prior to their deaths, such items as the type of
interment  process  they  desire (burial or cremation), visitation and religious
services  at  the  funeral  parlor or elsewhere and the type of casket and other
goods  and  services  that  they  desire  to  be utilized in connection with the
funeral.                                                                        

We  market  our  products  to corporations, unions, and affinity groups that may
offer  these  products as a voluntary or contributory benefit to their employees
or  members,  much  like  they  offer  health  insurance, life insurance, dental
insurance  and  legal  plans. We currently sell pre-need insurance policies that
are  fixed  pay whole life insurance policies accompanied by an inflation rider.
An  inflation rider ensures that the policy value grows over time, and acts as a
hedge  against  inflation  and  rising  funeral  prices.                        

Our  subsidiary,  National Preplanning, Inc., has entered into a number of third
party  marketing  agreements with larger and more established insurance agencies
that  sell  a variety of other insurance products to market our pre-need funding
products  to  employees  in  the  workplace, individuals belonging to unions and
various  associations.  These marketing agreements allow National Preplanning to
market  its  products  to a wider audience. Although National Planning, Inc. has
begun  marketing  the  pre-need  funding  products no meaningful sales have been
achieved.  If  and when these agencies start the marketing of our products, they
will  share  in  the  insurance  commissions.                                   

Our  other  subsidiary,  American  Datasource,  Inc., administers funds in trust
accounts that are used for the payment of prearranged funerals upon the death of
an  individual.  A  trust  account  is  created by an individual entering into a
prearrangement  contract  with  a  funeral  director.  Instead  of  funding  a  
prearrangement with a pre-need insurance policy, an individual places funds into
a  trust account. This account is professionally managed by an independent third
party  and  the  account  is  assigned to the funeral home and used to cover the
decedent's funeral costs. American DataSource issues annual reports on the funds
in  each trust account. It also administers the funds upon an individual's death
to ensure that they are used for the purpose of paying for the funeral expenses.

In  the  future  we  may  add  other employee benefit products and services that
benefit  the  baby  boomer  and  senior  populations. Products may include other
insurance  related  products such as disability insurance, long- term care legal
plans,  mortgage  products  and  other  voluntary  benefits.                    

We entered the marketing of funeral funding products through our merger in March
2002  with  National  Preplanning  and  American  DataSource. We were previously
engaged  in  non-digital  photographic  development.                            

As  of December 31, 2005 the Company had an accumulated deficit of approximately
$9,400,000.  For  the year ended December 31, 2005, we generated net revenues of
approximately  $328,000  and had a net loss of approximately $3,300,000. We will
be  required to seek additional financing of approximately $1,000,000 million to
fund  our  operations  for  the  next  twelve  months. We intend to obtain the $
1,000,000 from our financing transaction with Dutchess upon the effectiveness of
this registration statement. However, as discussed herein, there is no assurance
that  we will be able to receive the $ 1,000,000 to fund our operations over the
next  twelve  months.                                                           

Our principal offices are located at 990 Stewart Avenue, Suite 650, Garden City,
New  York  11530, and our telephone number at that address is (516) 832-7000. We
are  a  Delaware  corporation.                                                  

RECENT  FINANCINGS                                                              

CONVERTIBLE  DEBENTURES                                                         

On  December  23,  2005,  we entered into an agreement providing for the sale of
$220,000  in  principal  amount of five-year convertible debentures to Dutchess,
which  agreement  was  amended  on February 20, 2006. The convertible debentures
bear  interest  at  12%  per annum. The first $95,000 (less expenses) was funded
immediately  while the balance of $125,000 was funded on January 13, 2006. Under
the  pricing  formula  set  forth  in  the  debentures,  as amended in February,
Dutchess  may convert the convertible debentures into shares of our common stock
at  any  time  at  a  fixed conversion price of $0.10. In addition, the February
amendment  no  longer  permits  Dutchess  to  switch the conversion price of the
debenture  from  a  fixed  price to one that is based on the market price of our
stock in the event of default and it removes our obligation to use proceeds from
the Equity Line of Credit, discussed below, to redeem the convertible debenture.

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In  addition,  on  February 20, 2006, we entered into an agreement with Dutchess
providing  for  the  sale  of  $221,000  in  principal  amount  of our five-year
convertible  debenture. These debentures bear interest at 10% per annum, and are
convertible into shares of our common stock at any time at $0.10. Our obligation
to  repay  the  amounts outstanding under all of these convertible debentures is
secured  by  substantially  all  of  our  assets.                               

In  connection  with  the  debentures issued in December 2005 we also granted to
Dutchess  five-year  warrants to purchase 423,077 shares of common stock with an
exercise  price  of $.13 per share which was amended to 550,000 shares of common
stock  at an exercise price, of $0.10 per share. In addition, in connection with
the  debentures  issued  in  February  2006,  we granted to Dutchess warrants to
purchase  412,500  shares of common stock at $0.10 per share. These warrants may
be  exercised  for  a  period  of  five years at an exercise price of $0.10. The
exercise  price  of  all  warrants  is  subject  to standard adjustment upon the
occurrence  of  certain  events,  including,  without  limitation,  upon  our   
consolidation,  merger  or  sale  of  all  of substantially all of our assets, a
reclassification  of  our  common  stock,  or  any stock splits, combinations or
dividends  with  respect  to  our  common  stock.                               

INVESTMENT  AGREEMENT                                                           

On  February  20,  2006,  we  entered into an Investment Agreement with Dutchess
providing  for  the  sale  and  issuance  to Dutchess from time to time of up to
$10,000,000  in  shares of our common stock for a period of up to 36 months from
the  effective  date the registration statement of which this prospectus forms a
part.  The maximum number of shares that we may sell to Dutchess at any one time
shall be equal to, at our election, either: (A) 200% of the average daily volume
in  the  U.S.  market  of our common stock for the ten trading days prior to the
date  we notify Dutchess of our intent to sell shares to Dutchess, multiplied by
the  average of the five daily closing bid prices immediately preceding the date
of  notification,  or  (B) a number of shares having a value of $200,000. We may
not  submit  a  notice  until  after the completion of a previous sale under the
Investment  Agreement.  The  purchase  price  for the shares to be sold shall be
equal  to  93%  of  the  lowest closing bid price of the Common Stock during the
five-day  period following the date we deliver a notice of our intention to sell
shares  to  Dutchess.                                                           

We  are  obligated  to  file  a registration statement within ten days after the
filing of our annual report on Form 10-KSB, but in no event later than March 31,
2006 for the registration of the shares of Common Stock issuable upon conversion
of  the  convertible  debentures  issued  in  February, exercise of the warrants
issued  in  February  and  upon  a  sale  under the Investment Agreement. We are
further  obligated  to  use  our  best  efforts  to cause the SEC to declare the
registration  statement  effective  within  90 days after the filing date of the
registration  statement. If we do not file the registration statement on time we
will be obligated to pay liquidated damages to Dutchess in an amount equal to 2%
of  the  principal  amount  of the debenture outstanding, pro rata, for every 15
days  which  such  registration  statement  has not been filed. In addition, the
conversion  price  of  the  convertible  debenture  will  decrease by 10% of and
continue  to  decrease  by  10% for each 15 day calendar period the registration
statement  goes  without  filing.  If the registration statement is not declared
effective  within 90 days of the filing date, we are obligated to pay liquidated
damages  to  Dutchess  in  an  amount equal to 2% of the principal amount of the
debenture  outstanding,  pro  rata,  for  every  30 days which such registration
statement  has  not  been  declared  effective.                                 

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The Offering                                                                    

Common stock offered by                                                         
selling stockholders            Up to 56,181,919 shares, including the      
following:  

                              -  up to 962,500 shares of common stock issuable
                              upon the exercise of common stock purchase
                             warrants at an exercise price of $.10 per
share;      

                             -  up to 93,750 shares of common stock issuable
                              upon the exercise of common stock purchase
                             warrants at an exercise price of $.71 per
share;      

                              -  up to 187,500 shares of common stock issuable
                              upon the exercise of common stock purchase
                             warrants at an exercise price of $.16 per
share;      

                       -  up to 4,410,000 shares of common stock
                               issuable upon the conversion of convertible
                                debentures at a conversion price of $.10 per
share;      

                     -  up to 528,169 shares of common stock
                               issuable upon the conversion of convertible
                                  promissory notes at a conversion price of $.71
  per share; and

                        -  up to 50,000,000 shares of common stock
                             issuable upon the exercise of a put right
                   under the Investment Agreement.

Common Stock to be                                                              
outstanding after the offering  70,019,139 shares, assuming conversion of   
                             all notes and debentures, exercise of all
                               warrants and the exercise of all puts under
            the Investment Agreement

Use of proceeds                   We will not receive any proceeds from the     
             sale of the common stock.

Over-The-Counter Bulletin                                                       
Board Symbol                    WLKF                                        

The  above  information  regarding  common  stock  to  be  outstanding after the
offering  is based on 13,837,220 shares of common stock outstanding as of May 2,
2006  and  assumes  the  conversion of all notes and debentures, exercise of all
warrants  and  the  exercise  of  all  puts  under  the  Investment  Agreement. 

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RISK FACTORS

This  investment  has  a high degree of risk. This means you could lose all or a
part  of  your  investment.                                                     

RISKS  RELATING  TO  OUR  BUSINESS:                                             

WE  HAVE A HISTORY OF LOSSES WHICH MAY CONTINUE, WHICH MAY NEGATIVELY IMPACT OUR
ABILITY  TO  ACHIEVE  OUR  BUSINESS  OBJECTIVES.                                

We  incurred  a  net loss of $3,296,318 for the year ended December 31, 2005. We
cannot assure you that we can achieve or sustain profitability on a quarterly or
annual  basis  in  the  future.  Our  operations  are  subject  to the risks and
competition inherent in the establishment of a business enterprise. There can be
no assurance that future operations will be profitable. Revenues and profits, if
any,  will  depend  upon  various  factors, including whether we will be able to
continue  expansion of our net sales. We may not achieve our business objectives
and  the failure to achieve such goals would have an adverse impact on us. These
matters  raise  substantial  doubt  about  our  ability  to  continue as a going
concern.                                                                        

WE HAVE A LIMITED OPERATING HISTORY AND MAY NOT GENERATE ENOUGH REVENUES TO STAY
IN  BUSINESS.                                                                   

We  have  a  limited  operating  history  since  our  inception on which you can
evaluate  us  and  our potential. While our Company was incorporated in 1967, we
only entered into the pre-need death care and employee benefit industry in March
2002  through  the merger of National Preplanning and American Datasource. While
our  management  has  been  involved  in  the death care pre-need industry for a
number  of  years,  we  have only a limited operating history upon which you may
evaluate  our  proposed business and prospects. Our proposed business operations
will  be  subject  to numerous risks associated with early stage enterprises. An
investor  must  consider  that  an  investment  in  Walker  may not generate the
requisite returns because of the high uncertainties of future revenue generation
by  companies  in their early stages of development, particularly companies with
limited  capital  in  new  and  rapidly  evolving  markets.  We  cannot  assure 
shareholders  that our business strategy will be successful or that we will ever
have  profits. Our limited financial resources are significantly less than those
of  other companies in our industry. If we are unable to sustain our operations,
you  may  lose  your  entire  investment.                                       

IF  WE  ARE  UNABLE TO OBTAIN ADDITIONAL FUNDING OUR BUSINESS OPERATIONS WILL BE
HARMED  AND  IF WE DO OBTAIN ADDITIONAL FINANCING OUR THEN EXISTING SHAREHOLDERS
MAY  SUFFER  SUBSTANTIAL  DILUTION.                                             

We  will  require additional funds to sustain and expand our sales and marketing
activities.  We anticipate that we will require up to approximately $1.0 million
to  fund  our  continued  operations  for  the  next twelve months, depending on
revenue  from  operations.  Additional  capital  will be required to effectively
support the operations and to otherwise implement our overall business strategy.
Even  if we do receive additional financing, it may not be sufficient to sustain
or  expand  our  research  and  development  operations or continue our business
operations.                                                                     

There  can  be  no  assurance  that financing will be available in amounts or on
terms acceptable to us, if at all. Our ability to raise additional financing may
be  hampered by our debenture agreement with Dutchess which requires us to apply
all proceeds from future financings to the repayment of the debentures first. In
addition,  we  are  in  default  with respect to approximately $ 979,000 in debt
obligations  that  may have to be satisfied before we embark on any expansion of
our  business.  Potential  investors may therefore be reluctant to invest in the
Company. The inability to obtain additional capital will restrict our ability to
grow  and  may reduce our ability to continue to conduct business operations. If
we  are  unable  to  obtain  additional financing, we will likely be required to
curtail  our  development  plans.  Any  additional  equity financing may involve
substantial  dilution  to  our  then  existing  shareholders.                   

WE  HAVE A SIGNIFICANT AMOUNT OF DEBT AND WE MAY INCUR ADDITIONAL DEBT WHICH MAY
HAVE  A  NEGATIVE  IMPACT  ON  OUR  ABILITY  TO  CONDUCT  OUR  BUSINESS.        

As  of December 31, 2005, we had current liabilities, in the aggregate amount of
$1,978,853.  These  liabilities  could  have  important  consequences  on  us,  
including:                                                                      

o  requiring  a  substantial  portion  of  our cash flow from operations for the
payment  of  principal  and  interest  on  the  debt,                           

o  limiting our ability to use our cash flow, or to obtain additional financing,
to  fund  future  working  capital, capital expenditures, acquisitions and other
general  corporate  purposes,                                                   

o  limiting our flexibility to plan for and react to changes in its business and
industry,                                                                       

o not having the resources to pay interest on the debt or repay the principal of
the  debt  at  maturity,                                                        

o  increasing our vulnerability to adverse economic and industry conditions, and

o  placing  us  at  a  competitive  disadvantage  to less leveraged competitors.

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On  February  10,  2005,  we  sold  and  issued  an aggregate of $375,000 of 10%
Convertible  Promissory  Notes and three-year warrants to purchase 93,750 shares
of  our  common  stock to a total of twelve accredited investors. The notes were
due  on January 21, 2006 and bear interest at the rate of 10% per annum, payable
at  maturity.  The  notes may be prepaid, at our sole discretion, in whole or in
part, at any time upon notice to the holders of the notes. The notes are further
subject  to  mandatory  re-payment  upon  the occurrence of specified events and
after  the  giving of appropriate notice to the holders. Each noteholder has the
right,  exercisable  in  the  holders'  sole  discretion,  to convert all or any
portion  of  the  principal  amount  outstanding under the holder's note and all
accrued and unpaid interest on such principal amount being converted into shares
of our common stock at a conversion price of $0.71 per share. The exercise price
of the warrants is $0.71 per share. We are currently in default on the repayment
of  these  notes. We intend to retire the principal, accrued interest, including
any  penalty  interest  applicable  thereto,  by  drawing  down  monies from our
Dutchess  Capital  equity line. If we are unable for any reason to pay off these
notes  and the noteholders declare a default, this may have an adverse impact on
our  ability to operate our business. We may need to see additional capital from
sources  other  than Dutchess, and use monies raised to retire our Dutchess debt
before  retiring  our  other  debt.  Additionally, we may not be able to use the
capital  raised  for  any  acquisitions,  prior  to  paying  off all of our debt
outstanding.                                                                    

IF  WE  ARE  UNABLE  TO RETAIN THE SERVICES OF MR. SEGAL, OR IF WE ARE UNABLE TO
SUCCESSFULLY  RECRUIT QUALIFIED MANAGERIAL AND SALES PERSONNEL HAVING EXPERIENCE
IN  THE  PRE-DEATH  CARE SERVICES OR EMPLOYEE BENEFITS INDUSTRIES, WE MAY NOT BE
ABLE  TO  CONTINUE  OUR  OPERATIONS.                                            

Our  success  depends  to a significant extent upon the continued service of Mr.
Mitchell  S.  Segal,  our  President  and  Chief  Executive Officer. Loss of the
services  of  Mr.  Segal  could  have  a  material adverse effect on our growth,
revenues,  and prospective business. We do not maintain key-man insurance on the
life  of  Mr.  Segal. In addition, in order to successfully implement and manage
our  business  plan, we will be dependent upon, among other things, successfully
recruiting  qualified  managerial  and  sales personnel having experience in the
pre-death  care  services  and  employee  benefit  industries.  Competition  for
qualified individuals is intense. There can be no assurance that we will be able
to  find, attract and retain existing employees or that we will be able to find,
attract  and  retain  qualified  personnel  on  acceptable  terms.              

WE  DO  NOT  CURRENTLY  HAVE  A  CFO  OR  A  CONTROLLER  WHICH OUR AUDITORS HAVE
RECOGNIZED  TO  BE  A  MATERIAL  WEAKNESS  IN  OUR  INTERNAL  CONTROLS          

During  November  2004, our independent auditors, Marcum & Kliegman LLP, advised
us  that  they  had  identified a deficiency in our internal controls, which was
designated  a  "material  weakness"  because  there is inadequate organizational
structure  within  our  accounting  department.  We  have  no  central corporate
accounting department. Each subsidiary independently maintains its own books and
records  and  all  disbursements  are  done  at  the  subsidiary  level.  This  
decentralizes  the  accounting  function  and  limits  the  effectiveness of the
internal  control  procedures  to  detect potential misstatements and fraudulent
accounting and financial reporting. The subsidiary accounting departments do not
have  the  sophistication  to  critically  evaluate and implement new accounting
pronouncements,  such  as  stock  based  transactions  for options, warrants and
common stock at times have improperly recorded these transactions which required
proposed  audit adjustments to be made by our auditors. We believe this material
weakness  resulted  from  our  continued  cost  cutting efforts and a failure to
generate  cash  flows  from  operations,  which  resulted  in the termination of
certain  employees during the fiscal years ended December 31, 2004 and 2003. Our
auditors  have  had  to  continually  propose  adjustments  in  our  financial  
statements.  If we had adequate controls, we believe that our auditors would not
be  required to propose such adjustments. As a result, until we are able to hire
a  chief  financial officer or controller, the deficiencies in internal controls
may  not  be  adequate  enough  to  correct  this  weakness.                    

MANY  OF  OUR  COMPETITORS  ARE  LARGER  AND  HAVE  GREATER  FINANCIAL AND OTHER
RESOURCES  THAN  WE  DO  AND  THOSE ADVANTAGES COULD MAKE IT DIFFICULT FOR US TO
COMPETE  WITH  THEM.                                                            

The  insurance  industry is extremely competitive and includes several companies
that  have  achieved  substantially greater market shares than we have, and have
longer  operating  histories, have larger customer bases, and have substantially
greater  financial, development and marketing resources than we do. Although not
many  of  these  competitors  are  seeking  to  market  within  the  employee   
benefit/workplace  marketplaces,  our subsidiary, National Preplanning, has zero
market share in the sale of pre-need funding products. If overall demand for our
products  does  not  improve,  it  could have a materially adverse affect on our
operating  results  and  cash  flows.                                           

ANY  DECREASES  IN INSURANCE PREMIUMS AND COMMISSION RATES, WHICH ARE SET BY THE
INSURERS  AND  OUTSIDE  OUR  CONTROL,  COULD  RESULT IN DECREASED REVENUE FOR US
BECAUSE  WE  WOULD  RECEIVE  LOWER  COMMISSIONS.                                

We  are  engaged in insurance agency and brokerage activities and derive revenue
from  commissions  on the sale of insurance products to clients that are paid by
the  insurance  underwriters  from  whom  our  clients purchase insurance. These
commission rates are set by insurance underwriters and are based on the premiums
that the insurance underwriters charge. Commission rates and premiums can change
based  on  the prevailing economic and competitive factors that affect insurance
underwriters.  These  factors,  which  are  not  within our control, include the
capacity  of  insurance  underwriters  to  place  new business, underwriting and
non-underwriting  profits  of  insurance  underwriters,  consumer  demand  for  
insurance products, the availability of comparable products from other insurance
underwriters  at  a  lower  cost  and  the availability of alternative insurance
products  to consumers. If there is a decline in the commission rate or premiums
paid,  our  revenue  will  decrease,  which  will adversely affect our financial
condition  and  results  of  operations.                                        

INCREASED  ADVERTISING  OR  BETTER  MARKETING  BY  OUR COMPETITORS, OR INCREASED
SERVICES  FROM  INTERNET  PROVIDERS,  COULD CAUSE US TO INCUR INCREASED COSTS IN
ORDER  TO  CAPTURE  MARKET  SHARE.                                              
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In  recent  years,  marketing  through  television, radio and print advertising,
direct mailings and personal sales calls has increased with respect to the sales
of  pre-need  funeral  services. Our subsidiary, National Preplanning, currently
has  no  market  share  in  the  sale  of  pre-need  funding products. Extensive
advertising  or effective marketing by competitors would increase the difficulty
in  marketing  our  products  and  services  and  cause  us  to increase our own
marketing  costs  thereby  decreasing  our  potential  revenues.  In  addition, 
competitors  may  change the types or mix of products or services offered. These
changes  may  attract customers, limiting our growth potential and causing us to
lose  revenue  or  to  incur  costs  to vary our own types or mix of products or
services  in  response.  In  addition,  the  increased  use  of  the Internet by
customers  to research and/or purchase products and services in the future could
cause  us  to  lose  market  share  to  competitors offering to sell products or
services  over  the  Internet.                                                  

CHANGES  OR  INCREASES  IN, OR FAILURE TO COMPLY WITH, REGULATIONS APPLICABLE TO
THE  FUNERAL  AND  PRE-NEED  SERVICES  INDUSTRIES  COULD  INCREASE  OUR  COSTS. 

The funeral and pre-need services industries are subject to extensive regulation
and licensing requirements under federal, state and local laws. For example, the
funeral  home  industry  is  regulated  by  the  Federal Trade Commission, which
requires funeral homes to take actions designed to protect consumers. State laws
impose  licensing requirements and regulate pre-need sales. We are in compliance
with  all  applicable  laws,  and  currently  do not pay any regulatory fees. If
governments and agencies propose amendments or additional regulations, our costs
could  increase,  which would have a negative effect on our financial condition.

WE  MAY  OWE  ACCRUED  INTEREST  AND  FEES  TO OUR REMAINING HOLDER OF A $50,000
PRINCIPAL  AMOUNT  10%  SENIOR  SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTE
BECAUSE  WE  DEFAULTED  ON  THE  NOTE  WHICH COULD HAVE AN ADVERSE EFFECT ON OUR
LIQUIDITY  AND  CASH  FLOWS.                                                    

We  failed  to  register  for  resale the shares issuable upon conversion of the
Notes  by May 4, 2004. As a result of this failure, we were obligated to pay the
holders  of the Notes a monthly fee equal to 1.5% of the principal amount of the
Notes  for  each  month or portion that we failed to cause such registration. We
did not pay the holders any monthly fee due to them. We also failed to remit the
interest  payment  due  to  the  holders which constituted an "Event of Default"
which  raised  the  interest  rate on the Notes to 12% per annum. The Notes also
prohibited  additional  borrowings  by  us  without  the  prior  approval of the
placement  agent  or the holders of a majority of the aggregate principal amount
of  the  Notes, which we violated. All of the holders have converted their Notes
and  fully exercised their rights thereunder, except for one who holds a $50,000
principal  amount  Note for which we are still liable. If the investor claims an
Event  of  Default  occurred  we  will have to make payments to him, which could
negatively  affect  our liquidity and cash flows. However as of December 8, 2005
we  have  registered  for  resale the shares issuable to the $ 50,000 10% Senior
Subordinated  Secured  Convertible Promissory Note holder upon his conversion of
this  note.                                                                     

WE  MAY BE UNABLE TO IMPLEMENT OUR ACQUISITION GROWTH STRATEGY, WHICH COULD HARM
OUR  BUSINESS  AND  COMPETITIVE  POSITION.                                      

Our  business strategy includes making strategic acquisitions of other companies
or  businesses  within the death care, financial services, insurance or employee
benefits industries. Our continued growth will depend on our ability to identify
and  acquire,  on  acceptable  terms,  companies  that complement or enhance our
businesses.  The competition for acquisition candidates is intense and we expect
this  competition  to  increase. There is no assurance that we will identify and
successfully  compete  for  appropriate  acquisition  candidates  or  complete  
acquisitions  at  reasonable  purchase  prices,  in  a  timely manner or at all.
Further,  we  may  not  be  able  to  realize  the anticipated results of future
acquisitions. In implementing our acquisition growth strategy, we may encounter:

o  costs  associated  with  unsuccessful  acquisitions,                         

o  expenses,  delays and difficulties of integrating acquired companies into our
existing  organization,                                                         

o  the  impact  of  amortizing  goodwill and other intangible assets of acquired
companies  on  our  operating  results,                                         

o  dilution  of  the  interest of our existing stockholders if we issue stock in
making  acquisitions  or  if  we  sell  stock  to  raise  cash for acquisitions,

o  diversion  of  management's  attention,                                      

o increases in expenses in order to advertise and promote acquired companies and
their  and  our  products  and  services,                                       

o  unusual impacts on our financial condition due to the timing of acquisitions,
and                                                                             

o  expenses  of  any  undisclosed  or potential legal liabilities of an acquired
company.                                                                        

Any  of  these  matters  could  have  a material adverse effect on our business,
results  of  operations  and  financial  condition.                             

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OUR PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS OWN A SUBSTANTIAL INTEREST IN
OUR  VOTING  STOCK  AND  INVESTORS  MAY  NOT  HAVE  ANY VOICE IN OUR MANAGEMENT.

Our  officers  and  directors,  in the aggregate, beneficially own approximately
24.8%  of  our outstanding common stock. As a result, these stockholders, acting
together, may have the ability to control substantially all matters submitted to
our  stockholders  for  approval,  including:                                   

o  election  of  our  board  of  directors;                                     

o  removal  of  any  of  our  directors;                                        

o  amendment  of  our  certificate  of  incorporation  or  bylaws;  and         

o adoption of measures that could delay or prevent a change in control or impede
a  merger,  takeover  or  other  business  combination  involving  us.          

As  a  result  of  their  ownership  and  positions, our directors and executive
officers  collectively  are  able to influence all matters requiring stockholder
approval,  including  the  election  of  directors  and  approval of significant
corporate transactions. In addition, sales of significant amounts of shares held
by  our  directors and executive officers, or the prospect of these sales, could
adversely  affect  the  market  price  of  our  common stock. Management's stock
ownership  may  discourage  a  potential  acquirer from making a tender offer or
otherwise  attempting  to  obtain  control of us, which in turn could reduce our
stock  price or prevent our stockholders from realizing a premium over our stock
price.                                                                          

RISKS  RELATING  TO  THE  INVESTMENT  AGREEMENT                                 

ASSUMING  THE  ISSUANCE  OF  ALL SHARES UNDER THE INVESTMENT AGREEMENT, EXISTING
SHAREHOLDERS WILL EXPERIENCE SUBSTANTIAL DILUTION OF OUR SHARES OF COMMON STOCK.

Our  Investment  Agreement  with  Dutchess  contemplates  the  potential  future
issuance  and sales of up to $10,000,000 of our Common Stock to Dutchess subject
to certain restrictions and obligations. Given out current capital needs and the
market price of our common stock, we presently have no intention of drawing down
the  entire  amount  available to us unless the market price of our common stock
increases.  The  following  is an example of the shares of our common stock that
are issuable upon the entire drawdown of $10,000,000 on our equity line based on
prices  at  25%, 50% and 75% below the closing price of our common stock $.10 on
May  1,  2006.                                                                  

                                                        [Enlarge/Download Table]

                                                                                                                                  
------------------------------------------------------------------------------------------------------------------------------    
% Below price      Price per share    Number of shares   Shares outstanding (2)  % of Outstanding         % of Outstanding        
                                        Issuable (1)                                    stock (3)   Owned by Current Stockholders 
------------------------------------------------------------------------------------------------------------------------------    
Purchase price (4)   $.10             100,000,000            119,709,139             83.5                        11.6             
------------------------------------------------------------------------------------------------------------------------------    
25%                  $.075            133,333,333            153,042,472             87.1                         9.0             
------------------------------------------------------------------------------------------------------------------------------    
50%                  $.05             200,000,000            219,709,139             91.0                         6.3             
------------------------------------------------------------------------------------------------------------------------------    
75%                  $.025            400,000,000            419,709,139             95.3                         3.3             
------------------------------------------------------------------------------------------------------------------------------    
<FN>                                                                                                                              
(1) Represents the number of shares issuable if all the entire $10,000,000 under the equity line of credit, was drawn down at the 
    indicated price.                                                                                                              

(2) Based on 13,837,220 shares of common stock issued and outstanding on March 22, 2006.                                          

(3) Percentage of the total outstanding common stock represented by the shares issuable on draw down on the equity line of credit 
    without regard to any contractual or other restriction on the number of securities the selling  stockholders may  own  at  any
    point in time.                                                                                                                

(4) Based on a price of $.093 which is 93% of the lowest closing price of our common stock during the five day period commencing  
    March 20, 2006 through March 25, 2006.                                                                                        

THE  LOWER  THE STOCK PRICE, THE GREATER THE NUMBER OF SHARES ISSUABLE UNDER THE
INVESTMENT  AGREEMENT  WHICH COULD CONTRIBUTE TO THE FUTURE DECLINE OF OUR STOCK
PRICE  AND  MATERIALLY  DILUTE  EXISTING STOCKHOLDERS' EQUITY AND VOTING RIGHTS.

The  number  of shares that Dutchess will receive under its agreement with us is
calculated  based  upon  the  market price of our common stock prevailing at the
time of each "put". The lower the market price, the greater the number of shares
issuable  under  the  agreement. Upon issuance of the shares, to the extent that
Dutchess  will  attempt  to  sell  the  shares  into the market, these sales may
further  reduce the market price of our common stock. This in turn will increase
the  number  of  shares  issuable  under  the  agreement.  This  may  lead to an
escalation  of  lower  market  prices  and  ever greater numbers of shares to be
issued.  A  larger  number  of  shares  issuable at a discount to a continuously
declining  stock  price  will  expose our shareholders to greater dilution and a
reduction  of  the  value  of  their  investment.                               

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THE  SALE  OF OUR STOCK UNDER THE DUTCHESS AGREEMENT COULD ENCOURAGE SHORT SALES
BY  THIRD  PARTIES,  WHICH  COULD  CONTRIBUTE TO THE FUTURE DECLINE OF OUR STOCK
PRICE  AND  MATERIALLY  DILUTE  EXISTING STOCKHOLDERS' EQUITY AND VOTING RIGHTS.

Any significant downward pressure on the price of our common stock can encourage
short  sales  by  third parties , subject to applicable securities laws. This is
particularly  the  case  if  the  shares being placed into the market exceed the
market's ability to absorb the increased number of shares of stock or if we have
not performed in such a manner to show that the equity funds raised will be used
by  us to grow. Such an event could place further downward pressure on the price
of our common stock. Even if we use the proceeds under the agreement to grow our
revenues and profits or invest in assets, which are materially beneficial to us,
the  opportunity exists for short sellers and others to contribute to the future
decline  of  our stock price. If there are significant short sales of our stock,
the  price  decline  that  would  result from this activity will cause the share
price to decline more so, which, in turn, may cause holders of our stock to sell
their  shares  thereby  contributing  to  sales  of  stock                      
in  the market. If the supply of common stock into the market exceeds the demand
for  the  stock  ,  our  stock price will decline. If this occurs, the number of
shares of our common stock that is issuable pursuant to the Investment Agreement
will  increase,  which  will materially dilute existing stockholders' equity and
voting  rights.                                                                 

RISKS  RELATING  TO  OUR  COMMON  STOCK:                                        

IF  WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM  THE  OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO
SELL  OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN
THE  SECONDARY  MARKET.                                                         

Companies  trading  on  the  OTC  Bulletin  Board, such as us, must be reporting
issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and
must  be  current  in their reports under Section 13, in order to maintain price
quotation privileges on the OTC Bulletin Board. During the last twelve months we
have  been  current  in  all of our periodic reporting, except for our quarterly
report  for  the three months ended March 31, 2005. If we fail to remain current
on  our reporting requirements, we could be removed from the OTC Bulletin Board.
As a result, the market liquidity for our securities could be severely adversely
affected  by  limiting  the ability of broker-dealers to sell our securities and
the ability of stockholders to sell their securities in the secondary market. In
addition,  under  the  terms  of  our  Equity  Line of Credit with Dutchess, our
securities must be traded on the OTC Bulletin Board. Removal of our common stock
from  the  OTC Bulletin Board for failure to file periodic reports, or any other
reason,  will  prevent  us  from  issuing  our common stock under the Investment
Agreement.                                                                      

OUR  COMMON  STOCK  IS  SUBJECT  TO  THE  "PENNY STOCK" RULES OF THE SEC AND THE
TRADING  MARKET  IN  OUR  SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK  CUMBERSOME  AND  MAY  REDUCE  THE  VALUE  OF  AN INVESTMENT IN OUR STOCK.

The  Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the  definition  of  a  "penny  stock,"  for the purposes relevant to us, as any
equity  security that has a market price of less than $5.00 per share or with an
exercise  price of less than $5.00 per share, subject to certain exceptions. For
any  transaction  involving  a  penny  stock,  unless exempt, the rules require:

o  that  a broker or dealer approve a person's account for transactions in penny
stocks;  and                                                                    

o  the  broker  or  dealer  receive from the investor a written agreement to the
transaction,  setting  forth  the identity and quantity of the penny stock to be
purchased.                                                                      

In  order  to  approve  a person's account for transactions in penny stocks, the
broker  or  dealer  must:                                                       

o  obtain  financial  information  and  investment  experience objectives of the
person;  and                                                                    

o  make  a  reasonable  determination  that the transactions in penny stocks are
suitable  for that person and the person has sufficient knowledge and experience
in  financial  matters  to be capable of evaluating the risks of transactions in
penny  stocks.                                                                  

The  broker  or  dealer  must  also deliver, prior to any transaction in a penny
stock,  a disclosure schedule prescribed by the Commission relating to the penny
stock  market,  which,  in  highlight  form:                                    

o  sets  forth  the  basis  on  which  the broker or dealer made the suitability
determination;  and                                                             

o  that  the  broker  or  dealer  received  a signed, written agreement from the
investor  prior  to  the  transaction.                                          

Generally,  brokers  may  be  less willing to execute transactions in securities
subject  to  the  "penny  stock"  rules.  This  may  make  it more difficult for
investors to dispose of our common stock and cause a decline in the market value
of  our  stock.                                                                 

Disclosure  also  has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to  both the broker-dealer and the registered representative, current quotations
for  the  securities  and  the  rights  and                                     

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remedies available to an investor in cases of fraud in penny stock transactions.
Finally,  monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny  stocks.                                                                  

FORWARD-LOOKING STATEMENTS

This  prospectus  contains  forward-looking  statements.  Such  forward-looking 
statements  include  statements regarding, among other things, (a) our projected
sales  and  profitability,  (b) our growth strategies, (c) anticipated trends in
our  industry, (d) our future financing plans, and (e) our anticipated needs for
working  capital.  Forward-looking  statements,  which  involve  assumptions and
describe  our  future  plans,  strategies,  and  expectations,  are  generally  
identifiable  by  use  of  the  words  "may,"  "will,"  "should,"  "expect,"    
"anticipate,"  "estimate,"  "believe," "intend," or "project" or the negative of
these  words  or other variations on these words or comparable terminology. This
information  may  involve  known  and  unknown  risks,  uncertainties, and other
factors  that  may  cause our actual results, performance, or achievements to be
materially  different  from  the  future  results,  performance, or achievements
expressed  or implied by any forward-looking statements. These statements may be
found  under  "Management's  Discussion  and Analysis of Financial Condition and
Results  of  Operations"  and  "Business,"  as  well  as  in  this  prospectus  
generally.  Actual  events or results may differ materially from those discussed
in forward-looking statements as a result of various factors, including, without
limitation,  the  risks  outlined  under "Risk Factors" and matters described in
this  prospectus generally. In light of these risks and uncertainties, there can
be  no  assurance  that  the forward-looking statements contained in this filing
will  in  fact  occur.  In  addition to the information expressly required to be
included  in  this filing, we will provide such further material information, if
any,  as  may  be  necessary  to  make  the required statements, in light of the
circumstances  under  which  they  are  made,  not  misleading.                 

 USE OF PROCEEDS

This  prospectus  relates  to shares of our common stock that may be offered and
sold  from  time  to  time by the Selling Stockholders. We will receive proceeds
from the sale of shares of our common stock to Dutchess under the Equity Line of
Credit.  The purchase price of the shares purchased under that agreement will be
equal  to 93% of the lowest closing Best Bid (or highest posted bid price of our
common  stock)  for the five trading days following the day that we submit a Put
Notice  to  Dutchess  that  we  intend to sell shares to it. We may also receive
proceeds  from  the  issuance  of  shares  upon  exercise  of  the  warrants, if
exercised.                                                                      

For  illustrative purposes, we have set forth below our intended use of proceeds
for  the  range  of  net  proceeds  indicated  below  to  be  received under the
Investment  Agreement  assuming  a  sale of 10%, 25%, 50% and 100% of the shares
issuable  under  that  agreement.  We  have  the  ability  to draw down the full
$10,000,000  pursuant  to the agreement, however we may draw down less than that
amount.                                                                         

                                                        [Enlarge/Download Table]

                                                                                                                              

                                  10%             25%             50%             100%                                        
                               -----------    -----------    -----------    -----------                                       
Gross Proceeds                 $1,000,000     $2,500,000     $5,000,000    $10,000,000                                        

Net Proceeds after offering                                                                                                   
expenses and fees(1)              950,000      2,450,000      4,950,000      9,950,000                                        

Debt Repayment (2)                                                                                                            
 $375,000 10% Convertible Note    420,000        420,000        420,000        420,000                                        
 $ 50,000 10% Convertible Note     65,000         65,000         65,000         65,000                                        
 $375,000 10% Promissory Notes    431,250        431,250        431,250        431,250                                        
 $ 100,000 Promissory Note         33,750         58,300         58,300         58,300                                        

Use of proceeds:                                                                                                              
General Working Capital(3)     $        0     $1,475,450     $3,975,450     $8,975,450                                        
                               ===========    ===========    ===========    ===========                                       
<FN>                                                                                                                          
(1) Assumes estimated offering expenses and fees of $45,800 (includes (a) estimated  legal fees and expenses of $25,000, (b)  
    estimated accounting fees and expense  of  $20,000  and  (c)  SEC  filing  fees  of  $800).                               
(2) Represents debt other than debt payable to Dutchess.  We will not use the proceeds from the Equity Line of Credit to repay
    the debentures held by Dutchess.                                                                                          
(3) A portion of General Working Capital may be used for potential acquisitions.                                              

We  expect cash, if any, to be received upon exercise of the warrants to be used
for  general  corporate  purposes.                                              

INVESTMENT AGREEMENT

On  February 20, 2006, we entered into an Investment Agreement with Dutchess for
the  future issuance and purchase of shares of our common stock. This Investment
Agreement  establishes  what  is sometimes termed an equity line of credit or an
equity  drawdown  facility.                                                     

In  general,  the drawdown facility operates as follows: Dutchess, has committed
to  provide  us  up  to  $10,000,000 as we request it over a 36 month period, in
return  for  common  stock we issue to Dutchess. We, in our sole discretion, may
deliver  a  notice to Dutchess stating the dollar amount which we intend to sell
to  Dutchess  on  the day which is no more than 7 trading days following the the
date  in  which  we  gave  notice  of  this  intended sale. The notice is deemed
delivered  to  Dutchess  on  (a)  the Trading Day it is received by facsimile or
otherwise  by  Dutchess  if such notice is received prior to 9:00 am EST, or (b)
the  immediately  succeeding  Trading  Day  if  it  is  received by facsimile or
otherwise  after  9:00  am  EST  on  a  Trading  Day.                           

The  amount  that we shall be entitled to receive from Dutchess pursuant to each
request  shall be equal to, at our election, either: (A) 200% of the U.S. market
average  daily  volume of our common stock for the ten trading Days prior to the
notice  date,  multiplied  by  the  average  of  the  three                     

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daily closing bid prices immediately preceding the notice date, or (B) $200,000.
We  shall  not be entitled to submit another notice request for additional funds
until after the previous closing from the prior fund request has been completed.
The  purchase  price for the Common Stock that Dutchess purchases shall be equal
to  93%  of  the  lowest  closing  best bid price of the Common Stock during the
period beginning on the notice date and ending on and including the date that is
5  trading  days  after  such  notice  date.                                    

DUTCHESS'  OBLIGATION  TO  PURCHASE  SHARES                                     

Upon  the  receipt  by  Dutchess  of a our notice, Dutchess shall be required to
purchase  from  us, during the period beginning on the notice date and ending on
and  including  the  date  that is five trading days after such notice date, the
number of shares set forth in the notice subject to the qualitative restrictions
set  forth  in  the  previous  paragraph.                                       

Conditions  to  Dutchess'  obligation  to  purchase  shares                     

We  shall  not  be  entitled  to  deliver a sales notice request to Dutchess and
Dutchess  shall  not  be  obligated  to  purchase  any shares unless each of the
following  conditions  are  satisfied:                                          

A.  a registration statement shall have been declared effective and shall remain
effective and available at all times until a closing with respect to the subject
notice  for  the  resale  of  all  the  common  stock  issuable  pursuant to the
Investment  Agreement;                                                          

B.  at  all  times  during  the  period beginning on the related notice date and
ending  on  and  including the related closing date for the sale of common stock
detailed  in such notice, the common stock shall have been listed on a principal
market  and  shall  not have been suspended from trading thereon for a period of
four consecutive trading days and we shall not have been notified of any pending
or  threatened  proceeding  or other action to suspend the trading of our common
stock;                                                                          

C.  we  have  complied with our obligations and are otherwise not in breach of a
material  provision  of,  or  in default under, the Investment Agreement and the
Registration Rights Agreement or any other agreement executed in connection with
the  Investment  Agreement,  which  has  not been corrected prior to delivery of
notice;                                                                         

D.  no  injunction  shall  have  been  issued  and  remains  in force, or action
commenced  by  a  governmental authority which has not been stayed or abandoned,
prohibiting  the  purchase  or  the issuance of our common stock during the five
trading  days  after  our  notice  date;  and                                   

E.  the  issuance  of  the  securities will not violate any shareholder approval
requirements  of  the  principal  market.                                       

If  any  of  the  foregoing events occurs during the five trading days after our
notice  date,  then  Dutchess shall have no obligation to purchase the amount of
common  stock  set  forth  in  the  applicable  notice.                         

Mechanics  of  Purchase  of  shares  by  Dutchess                               

The  closing  of the purchase by Dutchess of Shares (a "Closing") shall occur on
the  date  which  is  no  later than seven trading days following the applicable
notice date. Prior to a closing, (I) we shall be required to deliver to Dutchess
pursuant  to  the  Investment  Agreement,  certificates  representing the common
shares  to  be  issued  to  Dutchess  on such date and registered in the name of
Dutchess;  and  (II)  Dutchess shall deliver to us the purchase price to be paid
for  such  common  shares.                                                      

As  compensation to Dutchess for a delay in issuance of the common shares beyond
the  Closing  Date, we have agreed to pay late payments to Dutchess (delivery of
the  Shares  after the applicable Closing Date) in accordance with the following
schedule  (where  "No.  of  Days  Late" is defined as the number of trading days
beyond  the  Closing  Date.  The  Amounts  are  cumulative.):                   

                                                                [Download Table]

                                                                                 

LATE  PAYMENT  FOR  EACH   Per Each $10,000 Increment                            
NO.  OF  DAYS  LATE        OF  COMMON  STOCK enumerated in a                     
                           notice                                                

          1                 $100                                                 
          2                 $200                                                 
          3                 $300                                                 
          4                 $400                                                 
          5                 $500                                                 
          6                 $600                                                 
          7                 $700                                                 
          8                 $800                                                 
          9                 $900                                                 
          10              $1,000                                                 
          Over 10         $1,000 + $200 for each Business Day late beyond 10 days


We  shall  pay  any  late payments in immediately available funds upon demand by
Dutchess.                                                                       

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OVERALL  LIMIT  ON  COMMON  STOCK  ISSUABLE.                                    

If  at any time before the Equity Line of Credit is terminated, we become listed
on  an exchange that limits the number of shares of our common stock that may be
issued  without  shareholder  approval, then the number of Shares issuable by us
and  purchasable  by  Dutchess, including the shares of Common Stock issuable to
Dutchess, shall not exceed that number of the shares of Common Stock that may be
issuable  without  shareholder  approval,  subject to appropriate adjustment for
stock  splits,  stock  dividends, combinations or other similar recapitalization
affecting out common stock, and any additional common stock issuance shall first
be  approved  by  our  shareholders  in  accordance  with applicable law and our
By-laws  and Amended and Restated Certificate of Incorporation, if such issuance
of  shares  of common stock could cause a delisting on the Principal Market. Our
failure  to  seek  or obtain such shareholder approval shall in no way adversely
affect the validity and due authorization of the issuance and sale of Securities
or  Dutchess'  obligation  in  accordance  with  the terms and conditions of the
Investment  Agreement  to purchase a number of Shares in the aggregate up to the
maximum allowed prior to needing shareholder approval and such approval pertains
only  to  the  amount  in  excess  of  this  amount.                            

TERM                                                                            

The  Investment  Agreement  shall  expire  (a)  when  Dutchess  has purchased an
aggregate  of  $10,000,000  of  our  Common  Stock  or  (b)  36 months after the
Effective  Date  of  the registration statement of which this prospectus forms a
part,  whichever  occurs  earlier.                                              

SUSPENSION                                                                      

The Investment Agreement shall be suspended upon any of the following events and
shall  remain  suspended  until  such  event  has  been  rectified:             

A. the trading of our Common Stock is suspended by the SEC, the Principal Market
or  the  NASD  for  a  period  of  four consecutive Trading Days during the Open
Period;  or,                                                                    

B.  Our  Common  Stock  ceases  to be registered under the 1934 Act or listed or
traded  on  the  Principal  Market.                                             

Upon the occurrence of one of the above-described events, the Company shall send
written  notice  of  such  event  to  Dutchess.                                 

SAMPLE  CALCULATION  OF  STOCK  PURCHASES                                       

The  following  is  an example of the calculation of the drawdown amount and the
number  of  shares  we  would issue to Dutchess in connection with that drawdown
based  on  the  assumptions  noted  in  the  discussion  below.                 

SAMPLE  PUT  AMOUNT  CALCULATION  AND  PURCHASE  PRICE  CALCULATION             

The  Put  amount may at our election be either (i) $200,000 or; (ii) 200% of the
averaged  daily  volume (U.S market only) of our common stock for the 10 trading
days  prior  to the applicable put notice date, multiplied by the lowest closing
Best  Bid  Price  during  the  5  trading  days  subsequent  to  the  Put  Date.

The  calculation  below  is  based upon average daily volume of our common stock
prior  to  a  Put  Notice  Date  of  March  13,  2006                           

Set  forth  below  is  a trading summary of our Common Stock for the period from
February  28,  2006  through  March  13,  2006.                                 

Date        Bid         Ask        Close      Volume                  
-----------------------------------------------------------                     

27-Feb-06     0.10        0.12        0.10            0                   
28-Feb-06     0.10        0.12        0.10            0                   
1-Mar-06     0.10        0.12        0.10            0                  
2-Mar-06     0.10        0.12        0.10            0                  
3-Mar-06     0.10        0.12        0.10          500                  
6-Mar-06     0.10        0.12        0.10            0                  
7-Mar-06     0.10        0.12        0.10            0                  
8-Mar-06     0.10        0.12        0.10            0                  
9-Mar-06     0.10        0.12        0.10            0                  
10-Mar-06     0.10        0.12        0.10            0                   
13-Mar-06     0.10        0.12        0.10          500                   
14-Mar-06     0.10        0.12        0.10            0                   
15-Mar-06     0.10        0.12        0.105         300                   
16-Mar-06     0.10        0.12        0.11       10,000                   
17-Mar-06     0.10        0.12        0.11            0                   

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The  average  daily volume for the 10 trading days prior to March 13, 2006 based
upon  the  foregoing  table  is  50.  200%  of  the average daily volume is 100.

The  average  of  the  5  daily closing bid prices subsequent to the Put Date of
December  29,  2005 is $.10. The total Put Amount based upon the assumptions set
forth above is 100 multiplied by 93% of the lowest closing Best Bid Price during
the  Pricing  Period  (93%  x  .10  =  .093)=$9.30.                             

 DEBENTURE AGREEMENT

On  December  23,  2005,  we entered into an agreement providing for the sale of
$220,000  in principal amount of five-year convertible debentures (the "December
Debentures")  to  Dutchess.  The  December  Debentures  bear interest at 12% per
annum.  The  first  $95,000  (less  expenses)  was  funded immediately while the
balance  of  $125,000  was funded on January 13, 2006. Under the pricing formula
set  forth  in the debentures, as subsequently amended, Dutchess may convert the
convertible  debentures  into  shares  of  our  common stock any time at a fixed
conversion price of $0.10. In addition, the February amendment no longer permits
Dutchess  to  switch the conversion price of the debenture from a fixed price to
one  that  is based on the market price of our stock in the event of default and
it  removes  our  right to use proceeds from the investment agreement, discussed
below,  to  redeem  the  convertible  debenture.                                

In  addition,  on  February 20, 2006, we entered into an agreement with Dutchess
providing  for  the  sale  of  $221,000  in  principal  amount  of our five-year
convertible  debenture  (the  "February  Debentures").  These  debentures  bear 
interest  at  10% per annum, and are convertible into shares of our common stock
at  any time at $0.10. Our obligation to repay the amounts outstanding under all
of  these  convertible debentures is secured by substantially all of our assets.

INTEREST  AND  PAYMENTS                                                         

We  will  pay  12%  annual  coupon  on  the  unpaid  face amount of the December
Debenture.  We  are  required  to make payments as set forth in the table below.

                                                        [Enlarge/Download Table]
               DECEMBER DEBENTURES AS AMENDED ON FEBRUARY 20, 2006                           

                                                                                             
            Principal   Amount with Accrued               Applied to  Applied to   Applied to
            Amount Due  Interest for Period    Payment     Principal   Interest    Redemption
           -----------  -------------------  -----------  -----------  ---------  -----------
1/1/2006   $220,000.00  $        222,180.24  $  2,180.24  $      0.00  $2,180.24  $      0.00
2/21/2006  $220,000.00  $        222,180.24  $  2,180.24  $      0.00  $2,180.24  $      0.00
3/1/2006   $220,000,00  $        222,180.24  $  2,180.24  $      0.00  $2,180.24  $      0.00
4/1/2006   $220,000.00  $        222,180.24  $  2,180.24  $      0.00  $2,180.24  $      0.00
5/1/2006   $220,000,00  $        222,180.24  $ 56,315.03  $ 43,651.18  $1,751.05  $ 54,563.98
6/1/2006   $176,692.17  $        178,443,22  $ 56,315.03  $ 43,997.26  $1,318.46  $ 54,996.57
7/1/2006   $133,040.98  $        134,359.44  $ 56,315.03  $ 44,346.07  $  882.44  $ 55,432.59
8/1/2006   $ 89,043.73  $         89,926.17  $ 56,315.03  $ 44,697.65  $  442.96  $ 55,872.07
9/1/2006   $ 44,697.65  $         45,140.62  $ 56,315.03  $ 45,052.02  $    0.00  $ 56,315.03

                                                        [Enlarge/Download Table]
                              FEBRUARY DEBENTURES                                            

                                                                                             
            Principal   Amount with Accrued               Applied to  Applied to   Applied to
            Amount Due  Interest for Period    Payment     Principal   Interest    Redemption
           -----------  -------------------  -----------  -----------  ---------  -----------
2/22/2005  $221,000.00  $        223,190.15  $  2,190.15  $      0.00  $2,190.15  $      0.00
3/1/2005   $221,000.00  $        223,190.15  $  2,190.15  $      0.00  $2,190.15  $      0.00
4/1/2005   $221,000.00  $        223,190.15  $  2,190.15  $      0.00  $2,190.15  $      0.00
5/1/2005   $221,000.00  $        223,190.15  $ 47,327.66  $ 36,110.01  $2,190.15  $ 45,137.51
6/1/2005   $184,889.99  $        186,722.28  $ 47,327.66  $ 36,396.29  $1,832.29  $ 45,495.37
7/1/2005   $148,493.70  $        149,965.29  $ 47,327.66  $ 36,684.85  $1,471.60  $ 45,856.06
8/1/2005   $111,808.85  $        112,916.89  $ 47,327.66  $ 36,975.69  $1,108.05  $ 46,219.62
9/1/2005   $ 74,833.15  $         75,574.76  $ 47,327.66  $ 37,268.84  $  741.61  $ 46,586.05
9/1/2005   $ 37,564.31  $         37,936.58  $ 47,327.66  $ 37,564.31  $  372.27  $ 46,955.39

Subsequent  to  the  effective date of this registration statement, Dutchess can
either  request  a payment as set forth in the table above to elect to convert a
portion  of  the  Debenture  in  an  amount  equal  to  the  payment  amount.   

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CONVERSION                                                                      

Dutchess may convert the face amount of the Debenture, plus accrued interest, in
whole  or  in  part by giving us written notice. The fixed conversion price with
respect to the December Debentures has been amended from $ .13 to $ .10 and $.10
with  respect  to  the  February                                                

Debentures.  No  fractional shares will be issued on conversion. In addition, in
the  event that any portion of the Debenture remains outstanding on the Maturity
Date,  such  outstanding  amount shall be automatically converted into shares of
our  common stock. In the event that we do not make delivery of the common stock
as  instructed  by Dutchess, we shall be obligated to pay to Dutchess 3% in cash
of  the  dollar  value  of the Debentures being converted, compounded daily, per
each  day  after  the  4th  business  day following the conversion date that the
Common  Stock  is  not  delivered  to  Dutchess.                                

The number of shares included in this Registration Statement with respect to the
convertible debentures is 4,100,000 consisting of 2,000,000 shares issuable upon
conversion  of  the  December Debentures, based upon a fixed conversion price of
$.10,  and  2,100,000 issuable upon conversion of the February Debentures, based
upon  a  fixed  conversion  price  of  $.10.                                    

EVENTS  OF  DEFAULT                                                             

We  will  be considered in default with respect to all convertible debentures if
any  of  the  following  events  occurs:                                        

(a)  we  do  not make a payment of principal on the Debenture by conversion into
our  common  stock  within  five (5) business days of their maturity dates, upon
redemption  or  otherwise;                                                      

(b) we do not make a payment, other than a payment of principal, for a period of
three  business  days  thereafter;                                              

(c)  any  of  our  representations  or  warranties contained in the Subscription
Agreement (executed in connection with the Debenture Agreement) or the Debenture
were  false  when  made  or  we  fail  to  comply with any of our the agreements
executed in connection with Debenture and such failure continues for a period of
five  (5)  business days, and such default in not cured within five (5) business
days  after  the  receipt  of  notice  from  Dutchess;                          

(d) we, pursuant to or within the meaning of any Bankruptcy Law; (i) commences a
voluntary  case; (ii) consents to the entry of an order for relief against us in
an  involuntary  case;  (iii)  consents to the appointment of a Custodian on our
behalf  or  for all or substantially all of our property or (iv) makes a general
assignment  for  the  benefit  of  our  creditors  or  (v)  a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for
relief against us in an involuntary case; (B) appoints a Custodian on our behalf
or  for  all or substantially all of our property or (C) orders our liquidation,
and  the  order or decree remains unstayed and in effect for sixty (60) calendar
days;                                                                           

(e) our Common Stock is suspended or no longer listed on any recognized exchange
including  electronic  over-the-counter  bulletin  board  for in excess of three
consecutive  trading  days;                                                     

(e)  we  violate  any  terms and conditions of the Registration Rights Agreement
executed  by  us  in  connection  with  the  Debenture  Agreements;             

(f)  the  Registration  Statement,  of  which  this  Prospectus  forms  a  part,
underlying  the  Debentures  is  not declared effective by the SEC within twelve
(12)  months  from  February  20,  2006.                                        

In  the  Event  of  Default,  Dutchess  may  among  other  things:              

(a)  elect  to  secure  a  portion  of our assets not to exceed 200% of the Face
Amount  of  the  Note,  in  pledged  collateral;                                

(b)  elect to garnish revenue from us in an amount that will repay the Holder on
the  payment  schedule  set  forth  above;                                      

(c)  exercise  its  right  to  increase  the face amount of the Debenture by ten
percent  (10%)  as  an  initial  penalty and for each Event of Default under the
Debenture;                                                                      

(d)  elect  to  increase  the face amount by two and one-half percent (2.5%) per
month  (pro-rata  for  partial  periods)  paid as a penalty for liquated damages
which  will  be  compounded  daily;                                             

LIMITATION  ON  AMOUNT  OF  CONVERSION  AND  OWNERSHIP                          

The  Debentures  provide  that  Dutchess  shall  not be entitled to convert that
amount of the Debentures into common stock, which when added with the sum of the
number of shares beneficially owned by Dutchess would exceed 4.99% of the number
of  shares  of  our  common  stock  outstanding  on  the  conversion  date.     

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our  common  stock  is quoted on the OTC Bulletin Board under the symbol "WLKF".

For  the  periods indicated, the following table sets forth the high and low bid
prices per share of common stock. These prices represent inter-dealer quotations
without retail markup, markdown, or commission and may not necessarily represent
actual  transactions.                                                           

             High($)           Low ($)
             -------           -------
2003                                                                            
First Quarter                       0.80             0.15                       
Second Quarter                      0.75             0.20                       
Third Quarter                       0.55             0.25                       
Fourth Quarter                      0.50             0.25                       

2004                                                                            
First Quarter                       0.65             0.20                       
Second Quarter                      1.50             0.35                       
Third Quarter                       0.55             0.16                       
Fourth Quarter                      0.76             0.16                       

2005                                                                            
First Quarter                       0.75             0.21                       
Second Quarter                      0.48             0.15                       
Third Quarter                       0.48             0.22                       
Fourth Quarter                      0.30             0.14                       

HOLDERS                                                                         

As  of  March 17, 2006 we had approximately 143 holders of our common stock. The
number  of  record holders was determined from the records of our transfer agent
and  does not include beneficial owners of common stock whose shares are held in
the  names  of  various  security  brokers,  dealers,  and  registered  clearing
agencies.  The transfer agent of our common stock is American Stock Transfer and
Trust  Company.                                                                 

DIVIDEND  POLICY                                                                

We have never declared or paid any cash dividends on our common stock. We do not
anticipate  paying any cash dividends to stockholders in the foreseeable future.
In  addition,  any  future  determination  to  pay cash dividends will be at the
discretion  of  the  Board of Directors and will be dependent upon our financial
condition,  results  of operations, capital requirements, and such other factors
as  the  Board  of  Directors  deem  relevant.                                  

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 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

INTRODUCTORY  COMMENT  -  TERMINOLOGY                                           

Throughout this registration statement, the terms the "we," "us," "our" and "our
company"  refers  to  Walker  Financial  Corporation  ("Walker") and, unless the
context  indicates  otherwise,  includes,  on  a  consolidated  basis,  Walker's
wholly-owned  subsidiaries,  National  Preplanning,  Inc.  ("NPI"),  American   
DataSource,  Inc.  ("ADS")  and  Kelly  Color,  Inc.  ("Kelly  Color").         

INTRODUCTORY  COMMENT  -  FORWARD-LOOKING  STATEMENTS                           

Statements  contained  in  this  registration statement include "forward-looking
statements".  Forward-looking  statements  involve  known  and  unknown  risks, 
uncertainties  and other factors which could cause actual financial or operating
results,  performances  or  achievements  expressed  or  implied  by  such      
forward-looking  statements  not  to  occur or be realized. Such forward-looking
statements  generally  are  based  on  our  best  estimates  of  future results,
performances  or  achievements,  predicated upon current conditions and the most
recent  results  of  the  companies  involved  and  their respective industries.
Forward-looking  statements  may  be  identified  by  the use of forward-looking
terminology  such  as  "may,"  "will,"  "could,"  "should," "project," "expect,"
"believe,"  "estimate,"  "anticipate,"  "intend,"  "continue,"  "potential,"    
"opportunity"  or  similar  terms,  variations of those terms or the negative of
those  terms  or  other  variations  of  those  terms  or  comparable  words  or
expressions. Potential risks and uncertainties include, among other things, such
factors  as:                                                                    

o  the  success  of  our  business  strategies  and  future plans of operations,
o general economic conditions in the United States and elsewhere, as well as the
economic  conditions  affecting  the  industry  in  which  we  operate,         
o  changes  in  the nature and enforcement of laws and regulations affecting our
products,  services,  customers,  suppliers  and  sales  agents,                
o  the competitive environments within the insurance, employee benefit, mortgage
services  areas.                                                                
o  our  ability  to  raise  additional  capital,  if  and  as  needed,          
o  the  cost-effectiveness  of  our  product and service development activities,
o  political  and regulatory matters affecting the industry in which we operate,
o  the  market  acceptance, revenues and profitability of our current and future
products  and  services,                                                        
o  the extent that our sales network and marketing programs achieve satisfactory
response  rates,                                                                
o  our  ability  to  acquire  additional  companies  operating the insurance and
financial  services  industry  and  ability  to  successfully  integrate  such  
acquirees,  if  any,  into  our  operations,  and                               
o  the  other  risks  detailed  in this registration statement and, from time to
time,  in  our  other  filings  with  the  Securities  and  Exchange Commission.

Readers  are urged to carefully review and consider the various disclosures made
by  us  in this registration statement and our other filings with the SEC. These
reports  attempt  to advise interested parties of the risks and factors that may
affect  our  business,  financial  condition  and  results  of  operations  and 
prospects.  The  forward-looking  statements made in this registration statement
speak  only  as  of  the  date  hereof and we disclaim any obligation to provide
updates,  revisions  or  amendments to any forward-looking statements to reflect
changes  in  our  expectations  or future events.  You should read the following
description  of our financial condition and results of operations in conjunction
with  the  financial  statements  and accompanying notes included in this report
beginning  on  page  F-1.                                                       

OVERVIEW                                                                        

We entered the marketing of funeral funding products through our merger in March
2002  with  National  Preplanning  and  American  DataSource. We were previously
engaged  in  non-digital  photographic  development.                            

We  market  our  products  to corporations, unions, and affinity groups that may
offer  these  products as a voluntary or contributory benefit to their employees
or  members  much  like  they  offer  health  insurance,  life insurance, dental
insurance  and  legal  plans. We currently sell pre-need insurance policies that
are  similar  to  fixed  pay  whole  life  insurance  policies accompanied by an
inflation  rider.  An  inflation  rider ensures that the policy value grows over
time,  and  acts  as  a  hedge  against inflation and rising funeral prices. The
policy  may  be  assigned  to  a  funeral home when a prearrangement contract is
executed,  which  would use the proceeds of the policy to cover the costs of the
funeral  that  has  been  arranged  in  accordance  with  the  decedent's  prior
arrangement. If a prearrangement is not made, the policy proceeds may be used by
the decedent's beneficiaries to cover the costs of the decedent's funeral at the
time  of  death.                                                                

Our  subsidiary,  National Preplanning, Inc., has entered into a number of third
party  marketing  agreements with larger and more established insurance agencies
that  sell  a variety of other insurance products to market our pre-need funding
products  to  employees  in  the  workplace, individuals belonging to unions and
various  associations.  These marketing agreements allow National Preplanning to
market  its  products  to  a  wider  audience  in  return  for  the  sharing  of
commissions.                                                                    

Although  we  have entered into a marketing agreement with Hilb, Rogal and Hobbs
of  Southern  California,  Parker  Benefits  and  Motivano  to                  
market  final  expense  and prearrangement policies on behalf of major insurance
carriers  to  their  clients  and  their  employees,  these  firms  have        
not  been  successful in marketing our products. This may be as a result of them
giving  their  own  products  a  priority  since  they  receive  a  higher      

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commission  structure.  As  a  result,  we may be required to market directly to
potential  clients  in addition to seeking to acquire other agencies that market
other  products  to its clients base which we then can add our products to their
product  lineup.  Our ability to accomplish this will be directly related to our
ability  to  raise  capital  through Dutchess Capital, discussed below under the
heading  "Dutchess  Capital  Transaction,"  and/or  other  sources of capital in
addition  to  using  said  potential  capital  to  pay off our debt obligations.

Our  ability  to  raise capital may be affected by several factors including but
not  limited  to  our defaults under our debt payable and a lack of liquidity of
our common stock. The Dutchess Capital transaction documents provide limitations
on  the  percentage  of  stock  Dutchess will hold at particular times and in no
event may Dutchess hold greater than 4.9% of the outstanding common stock of the
Company.  Consequently,  if  Dutchess  cannot sell our shares due to the lack of
liquidity  in  our  common  stock,  our  ability to be able to obtain money from
Dutchess  Capital  for  acquisitions  or  to  pay  down  our current debt may be
hindered  or  limited.  Additionally our ability to raise capital outside of the
Dutchess transaction may be affected by our minimal revenues, the losses that we
incur  and  our  stockholders  equity.                                          

Our  other  subsidiary,  American  Datasource,  Inc., administers funds in trust
accounts that are used for the payment of prearranged funerals upon the death of
an  individual.  A  trust  account  is  created by an individual entering into a
prearrangement  contract  with  a  funeral  director.  Instead  of  funding  a  
prearrangement with a pre-need insurance policy, an individual places funds into
a  trust account. This account is professionally managed by an independent third
party  and  the  account  is  assigned to the funeral home and used to cover the
decedent's funeral costs. American DataSource issues annual reports on the funds
in  each trust account. It also administers the funds upon an individual's death
to ensure that they are used for the purpose of paying for the funeral expenses.

In  addition,  in  the  future  we  may  add other employee benefit products and
services  that  benefit  the  baby  boomer  and senior populations. Products may
include  other  insurance  related  products such as disability insurance, long-
term  care  legal  plans,  mortgage  products  and  other  voluntary  benefits. 

As  a result of the minimal revenues currently being achieved by the Company, we
are  actively looking to expand our services and offerings through acquisitions.
We  will  seek  to  finance  these  acquisitions through the sale of our equity.
Although we are not currently involved in any acquisitions, we have entered into
an equity line, as discussed below, with Dutchess Capital, the proceeds of which
will  be  used  towards these potential acquisitions. If and when an acquisition
appears  probable,  we  will  revise  our disclosure to reflect the terms of the
acquisition  agreement  and  the  potential ramifications. We will seek to raise
additional  equity  and debt to accomplish these potential acquisitions. We have
been  exploring  a  variety of potential acquisitions in the insurance, employee
benefit  and  mortgage  fields.  Although  we have not entered into any purchase
agreements,  we  are hopeful that we will be able to enter into and consummate a
transaction  in  the  near  future.                                             

During  November  2004, our independent auditors, Marcum & Kliegman LLP, advised
us that the auditors had identified a deficiency in our internal controls, which
was designated a "material weakness." The material weakness indicated that there
is  inadequate  structure  within  our accounting operations. We have no central
corporate accounting department. Each subsidiary independently maintains its own
books  and  records and all disbursements are done at the subsidiary level. This
decentralizes  the  accounting  function  and  limits  the  effectiveness of our
internal  control  procedures  to  detect potential misstatements and fraudulent
accounting and financial reporting. The subsidiary accounting departments do not
have  the  sophistication  to  critically  evaluate and implement new accounting
pronouncements,  such  stock based transactions for options, warrants and common
stock  at  times  are  recorded improperly and require additional procedures and
review  and  audit  adjustments  to be proposed by our auditors. We believe this
material  weakness resulted from continued cost cutting efforts and a failure to
generate  cash  flows  from  operations,  which  resulted  in the termination of
employees during our years ended December 31, 2005 and 2004. We have implemented
some  procedures  and  are  currently developing procedures to help minimize the
risks  associated with this material weakness. These procedures include using an
independent  accountant/bookkeeper  to  review,  compile  and  consolidate  our 
financial  statements on a quarterly and annual basis. In addition, we expect to
hire  a  chief  financial officer with public company experience within the next
twelve  months  and  relieve  our  chief  executive officer of his current chief
financial  officer duties. While we don't believe that there has been a material
impact  on  our financials in the past there are uncertainties that the material
weakness  may  have a material impact on our financial statements in the future.
These  uncertainties  arise  from our need to raise capital and our inability to
critically  evaluate  and  record  properly  any equity transactions that we may
enter  into.                                                                    

CRITICAL  ACCOUNTING  POLICIES                                                  

The discussion and analysis of our financial condition and results of operations
is based upon our consolidated financial statements, which have been prepared in
accordance  with  generally accepted accounting principles or GAAP in the United
States.  The  preparation  of  those  financial  statements  requires us to make
estimates  and  judgments  that  affect  the  reported  amount  of  assets  and 
liabilities  at  the date of our financial statements. Actual results may differ
from  these  estimates  under  different  assumptions  or  conditions.          

Critical  accounting  policies  are  those that reflect significant judgments or
uncertainties,  and  potentially  result  in  materially different results under
different assumptions and conditions. The Company believes that are our critical
accounting policies include: recognition of transactions revenues and accounting
for  stock  options  and  warrants.                                             

REVENUE  RECOGNITION                                                            

Revenue  is recognized at the time the administrative services are performed and
provided,  or  made  available  to  its  customers.  Services  are              
billed  monthly based upon predetermined percentage of the total assets included
in  the  respective  pre-need  funeral  master  trust  fund.                    

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ACCOUNTING  FOR  STOCK-BASED  COMPENSATION                                      

We account for options granted to employees in accordance with the provisions of
Accounting  Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to  Employees,  and  comply  with  the  disclosure  provisions  of SFAS No. 123,
Accounting  for Stock-Based Compensation. Under APB No. 25, compensation expense
is  recognized based on the difference, if any, on the date of grant between the
estimated  market  value  of the Company's stock and the amount an employee must
pay  to  acquire  the  stock. Compensation expense is recognized immediately for
past  services  and  ratably for future services over the option-vesting period.

We  account  for  the  fair  value  of options and warrants for non-employees in
accordance  with  SFAS No. 123, "Accounting for Stock Based Compensation," which
requires  that  compensation  cost be measured after the grant date based on the
value  of the award and is recognized over the service period, which is also the
vesting  period. The fair value of each option grant is estimated on the date of
grant  using  the  Black-Scholes  option-pricing  model.  We will be required to
account  for  options  and  warrants  for  employees during the annual reporting
period  beginning  after December 15, 2005 as a result of the FASB's issuance of
SFAS  No.  123R  "Accounting  For  Stock  Based  Compensation."                 

The  Black-Scholes  option-pricing model is used to estimate the fair value of a
stock  option. The model calculates the theoretical fair value based on a number
of  assumptions  utilizing,  the  stock  price,  strike  price, expiration date,
risk-free rate of return, and the standard deviation (volatility) of the stock's
return.  Stock  based  compensation  valuations  may differ significantly if the
Company used a different option model, based on the before mentioned assumptions
and  the  alternative  model's  formula driven calculations. The Company has not
relied  on  any  other  option pricing models for the issuance of its options or
warrants  as  the Black-Scholes option-pricing model is currently the model most
widely  used  for  reporting companies. The uncertain assumptions estimating the
valuation  of  these  equity  transactions  may  have  a  material effect on our
financial  performance  during  the  reported  periods.                         

OFF-BALANCE  SHEET  ARRANGEMENTS                                                

We  do  not  have  any  off-balance sheet debt nor did we have any transactions,
arrangements,  obligations  (including  contingent  obligations)  or  other     
relationships  with any unconsolidated entities or other persons that may have a
material  current or future effect on financial conditions, changes in financial
conditions,  result  of  operations,  liquidity,  capital  expenditures, capital
resources,  or  significant  components  of  revenue  or  expenses.             

RESULTS  OF  OPERATIONS                                                         

YEAR  ENDED  DECEMBER  31,  2005                                                

Net  sales  for  the year ended December 31, 2005 were $327,657 all of which was
generated  by ADS. Net sales for the year ended December 31, 2004 were $240,808,
almost  all  of  which  was  generated by ADS. Although National Preplanning has
entered  into  several strategic relationships which allows for the marketing of
its  products by third parties, the marketing of NPI's products has not resulted
in  any  material  revenues  being  achieved.  American  DataSource has slightly
increased  its sales since the loss of business from its largest client, Service
Corporation  International,  which  brought  all  of  its trust assets that were
administered  by  third  parties  in-house.                                     

Operating  expenses  for  the  year  ended December 31, 2005 were $ 2,270,159 as
compared  to  operating  expenses  of $1,791,883 for the year ended December 31,
2004.  During  2005,  such  costs  include  compensation  expense  of $ 673,772,
professional  fees  of  $280,062,  consulting  fees  of  $  459,401, general and
administrative expense of $ 288,489, offering costs of $476,821 and depreciation
and  amortization  expense  of $ 91,614. Of the total operating expenses for the
year,  $  1,755,046  was  incurred by NPI, $ 399,103 was generated by ADS, and $
116,010  was  incurred by Walker. For the year ended December 31 2004, operating
expenses  were  $ 1,791,883, of which $ 1,101 693 was incurred by NPI, $ 141,860
was  incurred  by  Walker  and  $  548,330  was  incurred  by  ADS.             

The  operating  loss  from continuing operations for the year ended December 31,
2005  was  $  3,296,318  of which $ 3,108,862 was incurred by NPI, $ 116,010 was
incurred  by  Walker  and  $ 71,446 was incurred by ADS. The operating loss from
continuing  operations  for the year ended December 31, 2004 was $ 1,862,224, of
which  $  1,410,665  was incurred by NPI, $ 141,860 was incurred by Walker and $
309,699  was  incurred  by  ADS. Although NPI has yet to generate any meaningful
revenues  the  Company continues to incur losses relating to costs of financings
in  addition  to  the  costs  of  running  a  public  entity.                   

Interest  expense for the year ended December 31, 2005 was $ 399,217 as compared
to  interest expense for the year ended December 31, 2004 of $ 311,149. Interest
expense  is  derived  by the costs of borrowing funds the expense related to the
accretion  of  the  debt discount and the amortization of the deferred financing
fees  over  the  term  of  the  debt.                                           

As  a  result  of  the  foregoing,  we  incurred  a  net loss of approximately $
3,296,318 for the year ended December 31, 2005 or $0.24 per share, compared to a
net loss of $ 1,924,219 for the year ended December 31, 2004 or $0.24 per share.

LIQUIDITY  AND  CAPITAL  RESOURCES                                              

We  have negative working capital of $1,913,630 at December 31, 2005 compared to
negative working capital of $1,858,265 at December 31, 2004. The decrease in our
working  capital  was  a  result of our net loss for the year ended December 31,
2005  which  has  resulted  in  a  significant                                  

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reduction  in our cash and cash equivalents, an increase in our accounts payable
and  accrued  expenses  and  the  amount  of  debt  due  in  the next 12 months.

Net  cash  used  in operating activities was approximately $642,058 for the year
ended  December  31, 2005 compared to net cash used in operating activities of $
1,136,015  for  the  year  ended  December 31, 2004. The decrease is primarily a
result  of  our increase in our accounts payable and accrued expenses as well as
an  increase  in our interest expense and debt conversion expense related to our
financing  activities  which  are  non-cash  items.                             

There  was  $  803  of  net cash used in investing activities for the year ended
December  31,  2005  as  compared  with  $14,806  of  net cash used in investing
activities  for the year ended December 31, 2004 resulting from the purchase and
repair  of  our  equipment.                                                     

Net  cash  provided  by  financing  activities  was $ 600,224 for the year ended
December  31,  2005  resulting  from  proceeds from the sale of bridge notes and
convertible  bridge notes, proceeds from notes payable, advances from an officer
stockholder and proceeds from the sale of our common stock. Net cash provided by
financing  activities  was  $  657,315  for  the  year  ended  December 31, 2004
resulting from the proceeds from the sale of bridge notes and convertible bridge
notes  and  proceeds  from  the  sale  of  our  common  stock.                  

As  a  result  of these activities, our cash and cash equivalents decreased to $
36,692  as  of  December  31, 2005 compared to a decrease to $79,329 of cash and
cash  equivalents  at  December  31,  2004.                                     

In  September  20, 2005, the Company entered into a Modification Agreement which
modified certain terms of Promissory Notes outstanding between the Company and a
lender ("Lender"). Pursuant to this Modification Agreement the maturity dates of
certain  Promissory Notes dated May 22, 2004 and August 5, 2004 were extended to
a  maturity  date of May 15, 2006 with certain principal payments required to be
made  by  the  15th  of  the  months  of January-May, 2006. Additionally 175,000
warrants  that  were  previously  issued  carrying  an  exercise  price of $ .45
received a reduced exercise price of $ .30. In addition, another 17,500 warrants
to  acquire  the Company's common stock carrying an exercise price of $ .30 were
issued  to  the  Lender.                                                        

The  Company additionally entered into another 10% Promissory Note for $125,000,
with  the  Lender  having  a  maturity  date  of May 15, 2006. Lender was issued
175,000  warrants  carrying  an  exercise  price  of  $  .30.                   

We  intend  to use the Dutchess Equity Line of Credit (described below) to repay
outstanding  indebtedness,  for  potential acquisitions and for working capital.
Failure to have the registration statement registering the shares underlying the
equity line in the Dutchess Transaction to be declared effective will prevent us
from  drawing on the full amount of equity outlined in the agreement and at this
point  it is impossible to quantify how much if any capital will be available to
us.  We  are  currently  in  default  with respect to approximately $ 425,000 in
promissory  notes.                                                              

Our  recent  financing  activities  included  the  following  transactions:     

-  On  March 15, 2000, the Company issued a 6% promissory note for $150,000. Due
to  insufficient  operating  capital, the Company has not been able to meet this
commitment  and  currently  is  not  in  compliance with the terms of this note.
During  the  year ended December 31, 2005, the Company did not make any payments
under  this  note. As of December 31, 2005, the principal balance due under this
note  was  $105,000.  The  principal  balance  is  presented on the accompanying
balance  sheet  as  a  current  liability.                                      

o  In  December  2003,  we  issued  10%  Senior Subordinated Secured Convertible
Promissory  Notes  (each,  a  "10%  Note")  in the aggregate principal amount of
$845,000 and due in December 2006. The 10% Notes were initially convertible into
shares  of  the  Company's  common stock at conversion prices of $0.71 per share
through  December  5, 2005 and $1.25 thereafter. The subscription agreements for
the  10%  Notes required, among other matters, that we register for resale under
the  Securities  Act the shares issuable upon conversion of the 10% Notes by May
5,  2004.  We  were  obligated,  as  a  result  of  the failure to register such
conversion  shares  by  May  5,  2004,  to pay to the holders of the 10% Notes a
monthly  fee  equal  to  1.5%  of the principal amount of the 10% Notes for each
month,  or portion thereof, that we failed to cause such registration. We failed
to  cause  such  registration  by  May 5, 2004 and failed to pay the holders any
monthly  fee  due  such  holders  as  a  result  of  the failure to register the
conversion shares. The 10% Notes required an interest payment on July 1, 2004 in
the aggregate amount of $49,057. We failed to remit these interest payments. The
failure  to  make these interest payments is an "event of Default" under the 10%
Notes,  although  the  holders  of  the 10% Notes did not give us notice of such
event  of  Default.  The  occurrence  of an event of Default would result in the
interest  rate  on  the  10% Notes to be increased to 12% per annum. We have the
right  to  avoid  the  declaration  of an event of Default due to the failure to
tender  the  July  1, 2004 interest payment by issuing to the holders additional
shares  of  our  common  stock at the per diem rate of 0.003125 shares for every
$1.00  of  principal, or an aggregate of 2,640.625 shares per day. The 10% Notes
also prohibited us from additional borrowings, without the prior approval of the
placement  agent for the 10% Notes or the holders of a majority of the aggregate
principal  amount of the 10% Notes. In May and August 2004, we borrowed, without
approval,  an aggregate of $250,000. Further, in July 2004, we borrowed, without
approval,  an  additional  $50,000  from an officer/stockholder and, in December
2004  through  February 2005, sold and issued, without approval, 10% convertible
promissory  notes  in  the  aggregate  principal amount of $375,000. On July 11,
2005,  we  sold, without approval a 10% note. In October 2004, we offered to the
holders  of  the  10%  Notes  one  share  of  our common stock for each $0.30 of
principal  evidenced by the 10% Notes and one share of our common stock for each
$0.23  of accrued interest due under the 10% Notes through September 30, 2004 in
exchange for the holders waiving substantially all of their rights under the 10%
Notes.  We  agreed  to  (a)  use  our best efforts to expeditiously register for
resale  the  shares  that  the  holders  of  the 10% Notes would receive in such
exchange  and  (b)  issue  additional  shares  to  the  holders  in  the  event 

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that we issued shares to certain third parties for consideration less than $0.30
at  any time prior to December 4, 2006. On January 5, 2005, we issued a total of
2,938,036  shares  of  our  common  stock  to  the  holders  of 10% Notes in the
aggregate  principal  amount  of  $795,000  and accrued interest of $185,203 for
settlement  of  such 10% Notes. As a result of the debt settlement, we wrote off
$125,695  of  deferred  financing  costs  previously  amortized.  The charge was
included  as  an  interest  expense  on the statement of operations for the nine
months  ended  September  30,  2005.  We  have  a remaining principal balance of
$50,000  due  to the holders of the note, and incurred approximately $26,000 and
$3,950,  respectively,  of  interest  and  penalty  interest  included  in  the 
statements of operations for the nine and three months ended September 30, 2005.
Upon  the  effectiveness of the debt settlement, we recorded a conversion charge
of  $993,793,  which is the estimated fair value of the additional shares of our
common  stock issued in excess of the amount of shares that were issuable at the
original  conversion  prices  for the debt. The $ 50,000 10% Senior Secured Note
that is still outstanding is due January, 2006, and is expected to be repaid out
of  proceeds  from  our  equity  line  with  Dutchess.                          

o  In  July  2002, we entered into a credit facility with a bank consisting of a
$150,000  secured  line  of  credit  with interest payable monthly at the bank's
prime rate plus 1.25%, expiring on July 3, 2004. The Line of Credit was modified
in  June  2005 and, as modified, requires monthly payments of $1,510 and a final
payment  of the outstanding balance in July 2006. There was $147,700 outstanding
under  the  Line  of  Credit  as  of  December  31,  2005. The Line of Credit is
collateralized  by  the  Kelly  Color  property  located  in  North  Carolina.  

o  In  May  2004,  we  sold and issued, for gross proceeds of $125,000, (a) a 6%
promissory  note  in the principal amount of $125,000 and due on August 22, 2004
and  (b)  warrants  to purchase 70,000 shares of our common stock at an exercise
price  of  $.71 per share. The fair value of these warrants is $35,000 using the
Black  Scholes option pricing model and was recorded as a deferred debt discount
which  will accrete to interest expense over the life of the promissory note. In
August, 2004, the due date of such promissory note was extended to no later than
January  2,  2005 and the exercise price of the warrants was reduced to $.45. On
September  20,  2005  the  Company  entered  into a Modification Agreement which
modified  certain terms of the 6% Promissory Notes outstanding. Pursuant to this
Modification  Agreement the maturity dates of the Promissory Notes dated May 22,
2004  and  August  4,  2004  were  extended  to a maturity date of May 15, 2006.
Additionally  175,000  warrants that were previously issued carrying an exercise
price  of  $  .45  received  a  reduced  exercise  price  of  $  .30.  Using the
Black-Scholes option pricing model an additional charge was not required for the
modification  of the 175,000 previously issued warrants. The bridge notes have a
stated  repayment  plan  as  follows:                                           

--------------------------------------------                                    
Maturity  Date                      Payment                                 
--------------------------------------------                                    
January  15,  2006                 $  30,000                                    
February  15,  2006                   40,000                                    
March  15,  2006                      50,000                                    
April  15,  2006                      60,000                                    
May  15,  2006                        70,000                                    
--------
$250,000
========
--------------------------------------------                                    

-  On  September  20,  2005,  the Company also granted to the note holder 17,500
warrants  to  purchase  common  stock at an exercise price of $0.30 per share as
consideration  for  the  receipt  of  $125,000  (bridge note dated September 20,
2005),  and the extension of the due date for $250,000 of bridge notes dated May
22,  2004 and August 4, 2004. The estimated fair value of the warrants using the
Black-Scholes  option  pricing  model  has  nominal  value.                     

-  In August 2004, the due date of a 6% promissory note originally issued by NPI
prior  to  March 19, 2002 was extended to the earlier of(a) the date which is 60
days  following  the  effectiveness  of  a  registration  statement  under  the 
Securities  Act  registering  for resale the shares of our common stock issuable
upon exercise of the warrants sold and issued with the 6% promissory note or (b)
January  2,  2005.  The  consideration  tendered  by  us  in connection with the
extension  of  the  due  date  of  the 6% promissory note was a reduction in the
exercise  price  of  the warrants sold and issued with the 6% promissory note to
$.15 per share. In January 2005, the maturity date of the 6% promissory note was
extended  to  December  31,  2005.                                              

-  In  August 2004, we sold and issued, for gross proceeds of $125,000, (a) a 6%
promissory  note in the principal amount of $125,000 and due January 2, 2005 and
(b)  warrants  to  purchase  105,000  shares of our Company's common stock at an
exercise  price  of  $.45  per  share. The fair value of the warrants is $31,250
using the Black-Scholes option pricing model and was recorded as a deferred debt
discount which will accrete to interest expense over the life of this promissory
note.  The  maturity  date of this note has not been further extended and, as of
June  30,  2005,  the  principal  amount due under the note remains at $125,000.

-  In  September  and  October  2004,  we  sold  $200,000 of our common stock to
accredited investors pursuant to Regulation D of the Securities Act of 1933 at a
purchase  price  of  $.20.                                                      

-  On  November 24, 2004, we entered into a Common Stock Purchase Agreement with
Fusion  Capital  Fund  II,  LLC to obtain up to $6.0 million in equity financing
from Fusion Capital. As a result of the Dutchess equity line discussed below, we
have  no  current  intention  to  issue  shares  under  the Fusion agreement. On
December 23, 2005, we entered into an Investment Agreement with Dutchess as more
fully  described  herein.                                                       

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Upon  the  effectiveness  of  the  registration  statement, we have the right to
control  the  amount  of  stock sold, if any, subject to certain limitations, to
Dutchess.  However,  our  ability to control the timing and amount of stock sold
may  be affected by limitations on the percentage of stock Dutchess will hold at
particular times. Consequently, if Dutchess cannot sell our shares due to a lack
of  liquidity  in  our common stock, our ability to be able to obtain money from
Dutchess  Capital  for  acquisitions  or  to  pay  down  our current debt may be
hindered  or  limited.                                                          

-  In  December  2004  and  February  2005,  the  Company issued 10% convertible
promissory  notes  in  the  aggregate  principal  amount  of  $375,000          
(the  "Notes")  and  granted  93,750  warrants  to  purchase  common stock at an
exercise  price  of  $0.71 per share. The convertible promissory notes mature in
February of 2006 due to insufficient operating capital, the Company has not been
able  to  meet this commitment and currently is not in compliance with the terms
of  this  note.  The Company expects to retire this amount when it has access to
the  Dutchess  Capital  equity  line  described  herein.                        

-  On July 11, 2005, the Company sold and issued a note payable in the aggregate
principal  amount  of  $100,000.  The maturity date of the note was November 30,
2005  and has a stated interest rate of 10% per annum. As of March 15, 2006, the
Company has repaid $ 48,000 of principal and related interest and expects to pay
off  the remaining principal and interest when it has access to capital from the
Dutchess  equity  line  described  herein.                                      

-  During  the  year  ended December 31, 2005, certain officers and stockholders
advanced  the  Company  $98,221  for  working capital purposes. The advances are
non-interest  bearing  and  have  no definitive repayment terms. During the year
ended  December  31,  2005,  the  Company  repaid $27,000 of the advances. As of
December  31,  2005,  the  total  amount  due  to  the officers-stockholders was
$128,371.                                                                       

We  expect to spend approximately $1,000,000 over the next twelve months to fund
and  expand  our  business.  Approximately  $50,000  will  be  spent  by NPI for
marketing  and  technology  to  assist  in the distribution and marketing of its
products.  ADS  will  spend  approximately  $50,000  to  upgrade its technology.

During  the  ordinary  course  of business, we normally do not rely on loans and
advances from insiders. We do, however, rely on other fund raising activities to
support  our  operations and acquisition strategy. We intend to utilize proceeds
of  the  Dutchess  equity  financing  to  support our operations. We can give no
assurance  that  we  will  ever be able to utilize our investment agreement with
Dutchess  and  utilize  the  proceeds  to  support  our  operations and fund the
execution  of  our  business  plan.                                             

CONVERTIBLE  DEBENTURES                                                         

On  December  23,  2005,  we entered into an agreement providing for the sale of
$220,000  in  principal  amount  of five-year convertible debentures to Dutchess
Private  Equities Fund, II, L.P. The convertible debentures bear interest at 12%
per  annum.  The  first  $95,000  (less expenses) was funded immediately with an
additional  $125,000  to  be  funded immediately upon filing of the registration
statement  of  which  this  prospectus  forms  a  part. Dutchess may convert the
convertible  debentures  into  shares  of  our  common stock any time at a fixed
conversion  price  of  $0.13.  The  conversion price was subsequently reduced to
$0.10 as discussed below.  Our obligation to repay the amounts outstanding under
the  convertible  debentures  is  secured  by  substantially  all of our assets.

In  connection  with  the  convertible  debentures,  we also granted to Dutchess
warrants to purchase 423,077 shares of common stock at $0.13 per share, which we
amended  on  February 20, 2006 increasing the amount of common stock purchasable
to  550,000 at $.10 The warrants may be exercised for a period of five years and
the  exercise  price  is  subject  to standard adjustment upon the occurrence of
certain events, including, without limitation, upon our consolidation, merger or
sale of all of substantially all of our assets, a reclassification of our common
stock, or any stock splits, combinations or dividends with respect to our common
stock.                                                                          

On  February  20, 2006, Walker Financial Corporation (the "Company") amended the
agreement  providing  for  the  sale  of  $220,000  in  principal  amount of its
five-year  convertible debentures ("Convertible Debentures") to Dutchess Private
Equities  Fund,  II,  L.P.  (the  "Investor").  The Investor may now convert the
Convertible  Debentures  into  shares  of  the Company's Common Stock, par value
$0.10  per  share  (the  "Common  Stock"),  at any time at the lesser of (i) the
lowest  closing  bid price of the Common Stock between December 12, 2005 and the
date  of  filing of the Registration Statement, or (ii) $0.10. Additionally, the
amendment  removes the ability of the Investor to switch the conversion price of
the Debenture from a fixed price to one that is based on the market price of the
Company's  stock  in the event of default and removes the Investors right to use
proceeds  from  the  Investment  Agreement  to redeem the Convertible Debenture.

In  addition,  the  Company  entered into an agreement providing for the sale of
$221,000  in  principal  amount  of  its  five-year  convertible  debentures    
("Convertible  Debentures")  to  Dutchess  Private  Equities Fund, II, L.P. (the
"Investor").  The  Convertible  Debentures  bear  interest  at 10% per annum The
Investor  may  convert  the  Convertible Debentures into shares of the Company's
Common Stock, par value $0.10 per share (the "Common Stock"), at any time at the
lesser  of (i) the lowest closing bid price of the Common Stock between February
20,  2006 and the date of filing of a Registration Statement covering the resale
of  the  shares  underlying  this  Convertible  Debenture,  or  (ii)  $0.10     

The  Company's obligation to repay the amounts outstanding under the Convertible
Debentures  is  secured  by substantially all of the Company's assets and common
stock  owned  by  the  President  of  the  Company.                             

In  connection  with the Convertible Debentures, the Company also granted to the
Investor  warrants to purchase 412,500 shares of common stock at $0.10 per share
(the  "Warrants").  The Warrants may be exercised for a period of five years and
the  exercise  price  is  subject  to  standard                                 

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adjustment upon the occurrence of certain events, including, without limitation,
upon  our  consolidation,  merger  or  sale  of  all of substantially all of our
assets,  a  reclassification  of  our  common  stock,  or  any  stock  splits,  
combinations  or  dividends  with  respect  to  the  Common  Stock.             
We intend to use the Dutchess equity line (described below) to repay outstanding
indebtedness,  for  potential  acquisitions  and for working capital. Failure to
have  this  registration  statement registering the shares underlying the equity
line  in  the  Dutchess  Transaction                                            
to  be  declared  effective  will  prevent us from drawing on the full amount of
equity  outlined in the agreement and at this point it is impossible to quantify
how  much  if  any  capital will be available to us. We are currently in default
with  respect  to  approximately  $  1,005,000  in  debt  obligations.          

INVESTMENT  AGREEMENT                                                           

Also on February 20, 2006, the Company entered into an Investment Agreement (the
"Investment  Agreement")  with Dutchess Private Equities Fund, L.P. ("Dutchess")
providing  for  the  sale  and  issuance  to Dutchess from time to time of up to
$10,000,000  in  shares of Common Stock for a period of up to 36 months from the
date  the  Registration  Statement  is declared effective. The amendment removes
Dutchess's  obligation  under  the Investment Agreement to take the shares under
the Agreement on the condition that the shares be free trading under the "Cover"
provisions  of  the  Investment  Agreement.                                     

The  Company  is  obligated  to file a registration statement with 10 days after
filing  the Company's annual report for the year ended December 31, 2005, but in
no  event later than March 31, 2006 ( the "Filing Date") for the registration of
the  shares  of  Common  Stock  issuable  upon  conversion  of  the  Convertible
Debentures,  exercise  of  the  Warrants  and  upon  a sale under the Investment
Agreement  (the  "Registration  Statement"). The Company is further obligated to
use  its  best  efforts  to  cause the SEC to declare the Registration Statement
effective within 90 days after the filing date of the Registration Statement. If
the  Company does not file the Registration Statement with the SEC by the Filing
Date,  it  is  obligated  to pay liquidated damages to the Investor in an amount
equal  to 2% of the principal amount of the debenture outstanding, pro rata, for
every  month  which such registration statement has not been filed. In addition,
if  the  Registration  Statement is not filed by the filing date, the conversion
price  of  the  Convertible  Debenture  will  decrease by 10% of and continue to
decrease  by 10% for each 21 day calendar period the registration statement goes
without  filing.  If the Registration Statement is not declared effective within
90  days  of  the filing date, we are obligated to pay liquidated damages to the
Investor  in  an  amount  equal  to  2% of the principal amount of the debenture
outstanding,  pro  rata, for every 30 days which such Registration Statement has
not  been  declared  effective  by  the  SEC.                                   

All securities were issued in reliance upon an exemption from registration under
Section  4(2)  of  the  Securities  Act of 1933, as amended, and/or Regulation D
promulgated  thereunder  as  a  transaction  not involving a public offering. In
addition,  the investors are accredited investors and/or qualified institutional
buyers,  the  investors  had  access  to information about the company and their
investment, the investors took the securities for investment and not resale, and
the  Company  took  appropriate  measures  to  restrict  the  transfer  of  the 
securities.                                                                     

There  can be no assurance that our plans to obtain additional financing to fund
operations  will  be  successful  or  that  the successful implementation of the
business  plan  and the execution of the investment agreement with Dutchess will
become  effective  and  will  actually  improve  our operating results. If these
financing  programs  are  not  successful  in  raising the capital we require to
execute our development plans, it may be necessary to curtail, or cease entirely
our  plan  operations.  We will not use any of the proceeds from the sale of our
securities  under  the  Investment Agreement for the repayment of the debentures
held  by  Dutchess.  We  expect  that  amounts  due under the debentures will be
repaid out of future financings, the potential sale of our Kelly Color property,
the  expansion of our business through acquisitions and cash flow generated from
operations.                                                                     

We  will  not  use any of the proceeds from the sale of our securities under the
Investment  Agreement  for  the repayment of the debentures held by Dutchess. We
expect  that  amounts  due  under  the  debentures  will  be  satisfied  through
conversions  of  the  debentures  will  be  satisfied through conversions of the
debentures  into  our  common  stock. Any portion of the debentures that remains
outstanding will be repaid out of future financings, the potential sale of Kelly
Color property, the expansion of our business through acquisitions and cash flow
generated  from  operations.                                                    

PLAN  OF  OPERATIONS                                                            

We  create,  provide and market death care financial service products, currently
focusing  on  prearrangement  or  pre-need  products. Prearrangement and preneed
products allow an individual to secure the funding for and in some instances the
goods  and  services for their future funerals prior to their death. For preneed
funding products we sell, as an agent for various life insurance companies which
underwrite  the  policies,  life insurance policies in amounts from $ 3,000 to $
15,000  which upon an individual's death would be used for the payment of his or
her  funeral  costs.                                                            

We  have  established  a worksite and affinity marketing strategy by positioning
the  prearrangement  of death care and other pre-need products as a voluntary or
contributory  benefit  for  corporations,  unions,  and affinity groups to offer
their  employees  or  members.  In this regard we seek to market preneed funding
products  and  the  ability  of  individuals  to take this funding and use it to
purchase  a  prearrangement  at  funeral  homes by introducing these products to
individuals  as a benefit of their employment or union membership similar to the
way  they  are  introduced to health insurance, life insurance, dental insurance
and  legal  plans. The funding products that we sell are called preneed or final
expense  insurance  policies.  This  insurance  policy is similar to a fixed pay
whole  life  insurance  policy  with  an  inflation rider which acts to increase
annually  the  amount  of  the benefit that is paid to an individual. The policy
value  grows  over  time,  which  acts  as  a hedge against inflation and rising
funeral  prices.  The  policy  can  be  assigned  to  a  funeral  home  when  a 
prearrangement  contract  is executed. The funeral home uses the proceeds of the
policy  to cover the costs of the funeral contracted for. If a prearrangement is
not  made  the  policy  proceeds can be used by the descendants beneficiaries to
cover  the  costs  of  the  descendants  funeral.                               

Our  subsidiary,  National  Preplanning  has  entered  into  various third party
marketing  agreements  which  allow  it  to  market  the above mentioned funding
products  to  employees in the workplace, individuals belonging to unions and to
individuals  belonging  to various associations. These marketing agreements with
larger  and  more  established  insurance agencies which sell a variety of other
insurance  products (i.e. health insurance. group life insurance, long term care
insurance,  etc)  to  their  clients  allow  National  Preplanning to market its
products  to  their  clients                                                    

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in  return for the sharing of commissions upon the sale of these products. These
agreements  additionally  allow National Preplanning to keep its sales costs low
until  we  start  to  generate  more  substantial  revenues.                    

Our  other  subsidiary,  American  Datasource,  Inc.  is  involved  in  the     
administration  of  monies in trust that are used for the payment of prearranged
funerals upon the death of an individual. These trust accounts are created by an
individual  entering  into  a  prearrangement  contract with a funeral director.
Instead of funding a prearrangement with a preneed insurance policy as discussed
above some funeral directors suggest that an individual place monies into trust.
That trust account is professionally money managed by unaffiliated third party's
and  the  account  is  assigned  to  the  funeral  home,  similar to the preneed
insurance policy, and used by the funeral director to cover the funeral costs of
that                                                                            
individuals funeral upon their death. American DataSouce provides accounting and
administrative  functions  in  reporting  annually  on  the monies in each trust
account  in  addition  to  the  administration of the monies upon an individuals
death.                                                                          

In  addition  to  the  funeral  related products we are currently marketing, the
Company  is desirous of adding other employee benefit and insurance products and
services to market within as well as outside the workplace that benefit the baby
boomer  and  senior  populations.  Products  may include other insurance related
products  such  as  disability  insurance,  long term care, legal plans, reverse
mortgages and other voluntary benefits. The Company may seek to acquire agencies
and  companies  that  currently  market  these  other  products.                

The Company entered the marketing of funeral funding products through its merger
in March, 2002 with National Preplanning, Inc. and American DataSource, Inc. The
Company  was  previously  engaged  in  non-digital  photographic  development   

NPI  has earned minimal insurance commissions from the sale of preneed and final
expense  insurance  policies  to date. The insurance commissions are paid by the
insurance  companies  which  create,  underwrite  and  issue these policies. The
Company's other subsidiary, American DataSource, Inc., earns administrative fees
on  the  administration  of  preneed funds in trust which are paid by the trust.

NPI  is  the  subsidiary from which we plan on achieving much of our growth. NPI
has  entered  into  various strategic relationships and selling agreements which
will  allow it to market its products to a number of individuals. Although NPI's
agreements  allow  it  to market its products to over 3 million individuals, the
timing of when the marketing occurs, the amount of marketing that occurs and the
communication  that  is  delivered to these potential clients are all subject to
the decisions and control of both our strategic partners and the ultimate client
groups.  As  a  result,  NPI's  has  yet  to  generate minimal revenues from its
worksite  marketing  strategy  and  has  only  generated minimal revenue selling
pre-need  policies  out  of  funeral  homes  located in New Jersey, which it has
ceased.                                                                         

Most  of  the  marketing  that  is  currently planned for National Preplanning's
products  are  marketing  that  directs  potential  consumers  to  the company's
enrollment  website  as  well as its partner's web enrollment site. Although the
internet has seen a lot of growth in its use for the sale of various products on
various websites, the use of the internet and websites for the sale of voluntary
benefit products is relatively new. The Company will closely monitor the success
or  lack  thereof  of  its  enrollment  and  marketing  philosophy.             

NPI  has only generated minimal revenues from its worksite marketing efforts and
there  can  be  no assurance that it will ever generate any substantial revenues
from  its  worksite  marketing  efforts.  The  Company  may decide to revert its
National Preplanning marketing strategy to a more common approach such as print,
radio and television advertising directed at individuals outside of worksite and
affinity  marketing                                                             

Whereas,  NPI  originally  sought  to  acquire  direct  third party marketers of
pre-arranged  death care which market pre-arranged death care services primarily
by  direct  mail, as well as run the pre-arrangement office in many funeral home
locations the Company has changed its focus on developing NPI's existing funeral
advisory  and  funding  business  and  focusing on potential acquisitions in the
employee  benefit,  insurance, mortgage and worksite marketing areas which allow
for  the  cross  selling  of  its products in addition to other businesses which
market products and services which benefit the baby boomer and senior population
segments.  Our  ability  to  accomplish  any  acquisitions is dependent upon our
ability  to  raise capital for said acquisitionsOur ability to raise capital may
be  affected  by  several factors including but not limited to our default under
outstanding  notes  and  a  lack  of liquidity of our common stock. The Dutchess
Capital  transaction,  which  provides  the  Company with a means of potentially
raising  capital,  may  not  be  sufficient  for the Company to accomplish these
potential  acquisitions.  The  Dutchess  documents  provide  limitations  on the
percentage  of  stock  Dutchess can hold at particular times and in no event may
Dutchess hold greater than 4.99% of the outstanding common stock of the Company.
Consequently, if Dutchess cannot sell our shares due to the lack of liquidity in
our  common  stock, our ability to be able to obtain money from Dutchess Capital
for  acquisitions  or  to  pay down our current debt may be hindered or limited.
Additionally  our  ability  to raise capital outside of the Dutchess transaction
may  be  affected  by  our  minimal  revenues, the losses that we incur, and our
financial  picture  including  our  working  capital  deficit. Potential capital
sources  may  require  us  to pay off existing indebtedness before providing any
capital  to  the  Company  and  the  Company  may  be  unable  to  do  so.      

ADS  is  currently  seeking  to  increase the amount of pre-need trust monies it
currently administrates. Currently, ADS administers approximately $40 million in
trust  funds. In September, 2003, ADS lost a significant amount of revenues from
its  business  when  its  largest client, Service Corporation International, the
largest  funeral home and cemetery operator in the country removed approximately
$  70,000,000  of  trust  assets  that  ADS  administrated  and  placed  said   
administration  overseas. SCI removed all trust assets under administration from
a  variety  of  outside  vendors such as ADS. As a result, ADS has increased its
efforts  to  administer  trust  funds  held by various state funeral association
trusts,  establish  and  market  master  trusts  to the independent funeral home
community  and  to  acquire  existing  trust  administration  companies.        

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ADS  has entered into a marketing agreement with Parkway Advisors, L.P., whereby
Parkway  will  advisors  will  market  ADS  trust services to their existing and
potential  clients.  Parkway would share in fees generated by ADS's services. It
is  the  hope  that  this  agreement  will  generate  additional revenue for ADS
although  to  date  no  revenues  have  been  generated  from this relationship.

There can be no assurance that we will achieve successful and profitable results
from  our distribution and marketing efforts or that we will be able to complete
acquisitions  within  the  worksite  marketing  and  employee  benefit  sectors.

We  intend  any acquisitions to be accomplished through issuances of stock, debt
and  cash,  or  a  combination  of such forms of consideration. Accordingly, any
future  merger  or acquisition may have a dilutive effect on our stockholders as
of  the  time  of  such  mergers  and  acquisitions.                            

Additionally,  our  ability  to accomplish any future acquisitions may depend on
our  cash  position, our ability to raise capital, the stock price of our common
stock,  and  our  ability  to  service  any  debt  we  may  incur.              

We  believe  that our operating results may fluctuate greatly quarter to quarter
due  to  several  factors,  including  the success of our merger and acquisition
strategy  and  the  impact  of  any increases in our results of operations as we
pursue  new  business  outside  of  the  death  care  services  industry.       

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BUSINESS

GENERAL                                                                         

We  entered  the  marketing  of  funeral  funding products through our merger in
March,  2002  with  National  Preplanning  and  American  DataSource.  We  were 
previously  engaged  in  non-digital  photographic  development.                

We  market  insurance products, currently focusing on prearrangement or pre-need
products.  Prearrangement  and pre-need products allow individuals to secure the
funding  for  and  in  some  instances  the  goods and services for their future
funerals prior to their deaths. In connection with our pre-need funding products
we sell, as agent on behalf of major insurance carriers, life insurance policies
in  amounts from $3,000 to $15,000, which upon an individual's death is used for
the  payment  of  his  or  her  funeral  costs. An individual may also freeze or
guarantee  the  price  of  the  future  funeral by prearranging it. This process
entails  individuals  choosing, prior to their deaths, such items as the type of
interment  process  they  desire (burial or cremation), visitation and religious
services  at  the  funeral  parlor or elsewhere and the type of casket and other
goods  and  services  that  they  desire  to  be utilized in connection with the
funeral.                                                                        

We  market  our  products  to corporations, unions, and affinity groups that may
offer  these  products as a voluntary or contributory benefit to their employees
or  members  much  like  they  offer  health  insurance,  life insurance, dental
insurance  and  legal  plans. We currently sell pre-need insurance policies that
are  fixed  pay whole life insurance policies accompanied by an inflation rider.
An  inflation rider ensures that the policy value grows over time, and acts as a
hedge against inflation and rising funeral prices. The policy may be assigned to
a  funeral  home when a prearrangement contract is executed, which would use the
proceeds  of the policy to cover the costs of the funeral that has been arranged
in  accordance with the decedent's prior arrangement. If a prearrangement is not
made,  the  policy proceeds may be used by the decedent's beneficiaries to cover
the  costs  of  the  decedent's  funeral  at  the  time  of  death.             

Our  subsidiary,  National Preplanning, Inc., has entered into a number of third
party  marketing  agreements with larger and more established insurance agencies
that  sell  a variety of other insurance products to market our pre-need funding
products  to  employees  in  the  workplace, individuals belonging to unions and
various  associations.  These marketing agreements allow National Preplanning to
market  its  products  to  a  wider  audience.                                  

Our  other  subsidiary,  American  Datasource,  Inc., administers funds in trust
accounts that are used for the payment of prearranged funerals upon the death of
an  individual.  A  trust  account  is  created by an individual entering into a
prearrangement  contract  with  a  funeral  director.  Instead  of  funding  a  
prearrangement with a pre-need insurance policy, an individual places funds into
a  trust account. This account is professionally managed by an independent third
party  and  the  account  is  assigned to the funeral home and used to cover the
decedent's funeral costs. American DataSource issues annual reports on the funds
in  each trust account. It also administers the funds upon an individual's death
to ensure that they are used for the purpose of paying for the funeral expenses.
American  DataSource  has  entered  into  a  marketing  agreement  with  Parkway
Advisors,  Inc.  that  it  hopes  will result in an expansion of its client base
although  there  can  be no assurance that this will occur. There are no minimal
payments  due  under  this  agreement  by  either  party.                       

In  addition,  in  the  future  we  may  add other employee benefit products and
services  that  benefit  the  baby  boomer  and senior populations. Products may
include  other  insurance  related  products such as disability insurance, long-
term  care  legal  plans,  mortgage  products  and  other  voluntary  benefits. 

NATIONAL  PREPLANNING                                                           

National  Preplanning is our marketing arm and primary face to the end consumer.
Through  this  business unit, we cultivate corporations, unions, affinity groups
and  their  employees  and members as clients for our final expense and pre-need
insurance  products.  In  addition,  National Preplanning has entered into third
party  sales and marketing agreements with larger employee benefit and insurance
firms  that  will become distribution channels for our products. The firms range
from  insurance  agencies to enrollment firms (firms which enroll individuals in
various  insurance  programs)  which  market and sell a variety of insurance and
benefit  products  to  the same corporate, union and association clients that we
seek  to  sell  our  product  to.  National Preplanning provides these marketing
channels  with  marketing  materials and private labels our web based enrollment
site  in  their  name  as  they  introduce  our  products  to  these  clients in
conjunction  with  the  existing  products  which  they  already  sell  to them.

To  support  its  marketing  efforts and to provide end consumers an easy-to-use
self-service  environment,  National  Preplanning  has  developed  a  technology
platform  that  will  allow  an  individual  to choose a selection of death care
funding  options  services  in  a  matter  of  minutes  over  the Internet. This
technology  lends  itself  to  the  worksite  and affinity marketing strategy we
employ.                                                                         

In  an effort to provide potential consumers more value upon the purchase of one
of  the  final  expense  or  pre-need  insurance products that we sell, National
Preplanning  will  seek to enter into arrangements with funeral homes whereby we
can  direct  purchasers of funding products to funeral homes which will not only
use the funding purchased to allow them to secure a prearranged funeral but also
to  offer  them a discount of ten percent. To this end, National Preplanning has
entered  into  an  agreement with Stewart Enterprises, the third largest funeral
home operator to accept the funding purchased against a prearrangement that they
purchase  from  Stewart Enterprises. Consequently, National Preplanning will not
sell any death care or funeral service packages directly but rather it will sell
a  life  insurance  product  that  is  used  to  fund  such  a  person          

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that  is  purchased  from a funeral home directly. National Preplanning will not
receive  any  revenues  from  its  relationship  with  Stewart  Enterprises     

On  June  1,  2004,  NPI  entered  into a strategic pre-need sales and marketing
agreement  with  Hilb  Rogal  &  Hobbs Insurance Services of Northern California
which will allow NPI to begin marketing funeral pre-arrangement to the employees
and  affiliates  of  businesses belonging to the California Chamber of Commerce.
The  California  Chamber  of Commerce represents approximately 12,000 businesses
having  over  2.3  million  employees.  NPI has been told that HRH will commence
marketing  NPI  products in the near future. There is no minimum cash commitment
relating  to  this  agreement.  This  agreement  calls  for the marketing of the
insurance  products  that  NPI  seeks to market through HRH's internet portal to
service  the employees of the companies that belong to the California Chamber of
Commerce.  It  does  not  appear  that  these  firms  are actively marketing our
products.  As  a  result,  we  may  be  required to market directly to potential
clients  in  addition  to  seeking  to  acquire other agencies that market other
products to its clients base which we then can add our products to their product
lineup.                                                                         

On  June  15,  2004,  NPI  received  the  approval to market its products to the
members  of  the  Benefit  Marketing  Association, an organization of over 3,200
corporate  and  individual  members  engaged  in  the marketing of benefits that
involve the relationship between an employer and their employees, a business and
their  customers  and  an organization and their members. NPI's marketing to the
members  of  the Benefit Marketing Association commenced in the third quarter of
2004  and  is  expected  to  continue  for  at  least the following three fiscal
quarters.  There  is  no  minimum cash commitment relating to this agreement. No
sales  have  resulted from this agreement and there can be no assurance that any
sales  will  result  from  this  agreement.                                     

On  August  16,  2004, NPI entered into a pre-need sales and marketing agreement
with  L.F.A. Insurance Services, Inc., an insurance agency specializing in group
benefits  having  over  200  clients  with  over  5,000  total members. LFA will
commence  marketing  NPI's  products  in the second quarter of 2005. There is no
minimum  cash commitment relating to this agreement. No sales have resulted from
this  agreement  and  there  can be no assurance that any sales will result from
this  agreement  and  no  sales  have  resulted  from  this  agreement  to date.

On  October  6,  2004, NPI entered into a Supplier Agreement with Motivano, Inc.
Motivano  is  a  technology -based seller of voluntary benefits to approximately
1,000,000  employees  of  companies  that  offer Motivano's products. Under this
agreement,  commencing  in  April  2005,  NPI's  products  will  be  included in
Motivano's  offerings  to  such  employees.  There is no minimum cash commitment
relating  to  this  agreement.                                                  

On  December  8, 2004, we established an advisory board that will be composed of
distinguished  professionals from the insurance, employee benefit and investment
banking  communities.  The  advisory  board  will  serve  as  a  resource to our
executive  team  and  will  provide  input  relating to strategic direction, the
development  of  key  strategic  relationships  and  the company's future growth
plans.  The  term  of the advisory board members is for one year and each member
receives  six thousand options and an additional 1,000 options for each advisory
meeting  attended.                                                              

On  December 15, 2004, NPI entered into a pre-need sales and marketing agreement
with  The  Parker  Group  Insurance  Services,  an  independent  enrollment firm
assisting  brokers and their clients in developing, educating, communication and
delivering  employee  benefit  packages.  There  is  no  minimum cash commitment
relating  to  this  agreement  and no sales have resulted from this agreement to
date.                                                                           

On  January  6,  2005, NPI entered into a pre-need sales and marketing agreement
with  the  Christian  Benefit Association. Under this agreement, the association
will market NPI products to its membership, primarily through online enrollment.
There is no minimum cash commitment relating to this agreement and no sales have
resulted  from  this  agreement  to  date.                                      

AMERICAN  DATASOURCE,  INC.                                                     

American  DataSource  was  formed  in 1984 as a provider of trust administrative
services  to  independent  funeral  homes  across  the  United  States. American
DataSource  was  combined  with  National  Preplanning  and  merged  into Walker
International  Industries  (our  predecessor), a public company, in March, 2002.

American  DataSource  utilizes  its  a proprietary software system to administer
pre-need  funeral  and  cemetery  trust funds of independent and corporate owned
funeral  homes  and cemeteries throughout the United States. American DataSource
currently  administers  over  $40  million  in  pre-need  assets.               

The  trust  administration  business  consists  of  detailed  record  keeping,  
management  of  all  contracts  between  the funeral provider and the customers,
allocations of trust earnings and expenses to the individual participants in the
trust,  tax reporting, and reconciliation of the trust statement to the books on
a  monthly  basis.                                                              

American DataSource achieves revenues by generating trust administration fees on
prearranged  monies  funded  through trust. We view the administration market of
these  assets  as  a  growth  vehicle  while  simultaneously  enabling  us  to  
differentiate  ourselves  from  our competitors by offering full-service funding
options. Although prearranged funerals are funded through either the purchase of
a  final  expense  or  pre-need  insurance policy or by placing monies in trust,
National  Preplanning's marketing efforts are primarily focused on the marketing
and  selling  of  insurance.  American  Data Source seeks to market its services
directly  to funeral homes and funeral home associations as opposed to direct to
consumer  marketing  by  having  consumers fund their prearrangements by placing
monies  in trust. During the nine months ended September 30, 2005, approximately
94%  of ADS's revenues were generated by three customers: American Funeral Plan,
Carriage  Services,  Inc.  and  Texas  Prepaid  Funeral  Fund.                  

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STRATEGY                                                                        

WORKSITE  AND  AFFINITY  MARKETING                                              

Prearranged  funeral  products  were traditionally marketed out of funeral homes
through local direct mail advertising campaigns. We believe, however that we can
gain  greater  market  traction and penetration into the consumer marketplace by
marketing  prearranged  funerals as a voluntary benefit that an employer, union,
or  other  affinity  group  may  offer to its employees or members. A variety of
insurance  products  are  not  marketed  through  these  channels.              

Worksite  and  affinity  marketing is largely comprised of the sale of voluntary
benefits  through employers or affinity groups. This marketing strategy has seen
enormous  growth  in  the  past  few  years  for several reasons. From a product
provider's  standpoint, worksite/affinity marketing reduces customer acquisition
costs, improves sales conversion ratios ( i.e. the amount of sales that occur as
a  percentage of the target population), allows for effective customer targeting
and  segmentation,  reduces  customer  maintenance costs, and increases customer
retention.  We believe our use of worksite and affinity marketing strategies for
our  final  expense  and prearrangement products will provide us with these same
benefits.                                                                       

From  an  employer  or  affinity  group  perspective,  the  opportunity to offer
products  to  its employees and members at no cost has been highly valued. It is
an easy way to offer more value to employees or members at no cost. As a result,
the scope of these voluntary product offerings has grown dramatically, but still
does  not  appropriately  address  death  care  products  and  services.        

Target  Market  Characteristics:  Age  and  Income  Segments                    

Prearrangement  products  have historically been marketed to individuals who are
65-85  years  of age. However, based upon the graying baby boomer population, we
believe  there is an opportunity to expand this age bracket to include the aging
Baby  Boomer  market  (consumers  aged 45-65) as these individuals address their
personal  financial  and  retirement needs. We believe aging Baby Boomers have a
higher likelihood to purchase funeral related and pre-need products because Baby
Boomers  typically:  1)  seek out customized products and services; 2) desire to
control  all aspects of their lives; and 3) are independent thinkers and develop
their  own  ideas. The pre-need product fits well with these traits. Considering
these facts, we define our target market broadly as those individuals aged 45-85
spanning  the  Baby  Boomer  and  senior  markets.                              

Based upon market intelligence gained in our past and current marketing efforts,
we  believe  our products are best suited for middle to lower income individuals
(adjusted  gross  income of $35,000 to $75,000) with a minimal to moderate level
of  financial  sophistication.  In addition, the pre-arrangement product is well
received  by  individuals  who are methodical self-planners as well as those who
have  witnessed  the  financial and emotional hardships placed on those who have
made  funeral  arrangements  for recently deceased loved ones. Further, National
Preplanning's  products  appeal to savers as well as business-minded individuals
who  realize  that  making  funeral arrangements is a very emotional process and
want to ensure those planning their funeral are not taken advantage of at a time
when they are vulnerable. Finally, National Preplanning's products may appeal to
people  who  choose  to  assemble their own financial plan without employing the
services  and  incurring  the  fees  of  a  financial  planner.                 

DISTRIBUTION                                                                    

National  Preplanning  is  a wholesaler of final expense and pre-need insurance.
These  two  products  are  for  the  most  part identical except that a pre-need
insurance  policy is assigned to a particular funeral home in conjunction with a
prearrangement  contract  with  that  funeral  home  at  the time of issuance as
opposed  to  a  final  expense  policy  which  may  or  may not be assigned to a
particular  funeral  home. As a wholesaler, National Preplanning does not have a
direct  field sales force and has created relationships with agents, brokers and
other  intermediaries that currently sell voluntary products into large affinity
groups.  These  agents  and brokers become licensed under National Preplanning's
managing  general agency and then resell the prearrangement products on National
Preplanning's  behalf.  The  parties  share  commissions  upon  a  sale.        

AGGREGATORS                                                                     

Another  key  component  of  National  Preplanning's marketing strategy involves
striking  relationships with organizations that have aggregated large pockets of
National  Preplanning's  targeted  clients.  These  organizations  are  unions, 
associations,  financial  institutions,  churches  and/or  employers.           

BENEFITS  DELIVERY  COMPANIES                                                   

In  order to reach employee populations, National Preplanning has partnered with
benefits  administration  firms  that  also  offer  their clients a portfolio of
optional benefits. Benefit administration firms are basically insurance agencies
that  solely  use  a web based platform for the distribution, administration and
enrollment  of  core  and  voluntary  benefits  to  employees on behalf of their
employers.  This  will directly integrate the pre-need product with the benefits
delivery  platform, which enables National Preplanning to penetrate thousands of
worksite  locations.                                                            

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ONLINE  DISTRIBUTION  PARTNERSHIPS                                              

National  Preplanning may also establish marketing partnerships with established
online  insurance  marketplaces  for  the  distribution of pre-need products. As
National  Preplanning  pursues  this strategy, it will initiate discussions with
large,  established sites that have proven consumer traffic volume that fits the
demographic  profile  of  the  National  Preplanning  consumer  population.     

INDUSTRY                                                                        

In  the  U.S.,  there  were 2.4 million deaths in 2000, an increase of more than
250,000  deaths over 1990 totals, due in large part to the population growth and
the  increasing age of the population. (Journal of American Medical Association,
291:10).  Thus,  despite  increases  in  life  expectancy  and  improvements  in
healthcare,  the  prearrangement of death care services is expected to rise at a
rate of one percent annually. In addition, because the market focus of the death
care  industry is on one of life's certainties, the industry is not exposed to a
significant risk of recession and, based on third party projections, is expected
to  continue  to  grow  steadily.                                               

This growth rate is, in part, due to the graying "Baby Boomer" generation, which
has, and will continue to have, a tremendous effect upon the death care industry
for  the  next  20-30  years. This generation includes 78 million Americans born
between  1946  and  1965 and represents nearly 30% of the total U.S. population.
(Funeral  Wire,  May  17,  2005)                                                

Baby  Boomers  have  changed the death care industry in several key ways. First,
they  have  demanded  more  personalized service from funeral service providers.
Second,  they  have  pushed for the ability to pre-arrange funerals and finally,
they  have  shown  more  interest  in  cremation.  These  changes  have led to a
significant  shift  in  death  care  industry  offerings.                       

Specifically  focusing  on  prearrangements,  historically  these  products were
marketed  out  of funeral homes through local direct mail advertising campaigns.
The  product  emerged  as a new revenue stream for funeral service providers who
were looking to expand revenue and capitalize upon "pre-event" marketing. Today,
the aging of the "baby boomer" population is expected to increase the demand for
prearrangement  services  for  the  next  20-30  years.                         

COMPETITION                                                                     

The death care industry is highly competitive, although we believe that there is
no  other  company in the industry with a business model substantially identical
to  ours.  Nevertheless,  we  face substantial competition in all aspects of our
current  business. Our competitors may be deemed to include insurance companies,
captive  distribution  systems  of  insurance  companies,  independent insurance
intermediaries  and  boutique  broker-general agents. To a small degree, we also
will  compete with individual and corporate funeral homes that act as agents for
insurance  companies  and  trust  administrators.                               

Various  death  care  industry  constituents,  insurance companies and insurance
agencies  and  agents  market  various forms of final expense and prearrangement
products.  We  believe  that  our  strategy  of  marketing  these  products  to 
corporations,  unions  and  associations  is  unique based upon our knowledge of
existing  industry  competition.  Although  we  might have a head start in going
after  this  client  base there is nothing to prevent our competitors from using
this  marketing  strategy.  Additionally  our  efforts have revealed that we are
subject  to the timing and desire of our marketing partners as to when they wish
to  commence  the  marketing  of  our  products.                                

Our  general  impression  is that the average life insurance agent believes that
funeral  costs  may  be  covered  by  life  insurance products and, as a result,
National  Preplanning's  products  are not needed. This may affect the number of
marketing agreements we may ultimately be able to enter into. We believe that we
offer a better policy since it includes an inflation rider (previously defined).
Similarly,  financial  planners  may advocate that consumers prepare financially
for their own funeral costs by purchasing low risk investments that offer better
yields  than  National  Preplanning  products.                                  

Traditional  insurance  agents  and  brokers may become valuable distributors of
National  Preplanning  products  after  they  receive  more  education  on these
products. We believe that insurance agents/brokers as well as financial planners
will  particularly  appreciate  the  funeral  rate  lock  feature  of  National 
Preplanning  products,  which  differentiates this offering from other financial
products.                                                                       

PROVIDER  FUNERAL  HOMES  (INDEPENDENT  AND  CONGLOMERATE)                      

Independent  and  conglomerate  funeral  homes  alike  are  attempting to market
prearrangement  products  today.  We  do  not  view these groups as competitors.
Rather,  we  believe  that  National  Preplanning  can  become  a  marketing    
infrastructure  that  can  be  utilized  by  either  independent or conglomerate
funeral  homes  to  improve  their  ability to achieve revenues from the sale of
prearrangement  products.  Our  marketing infrastructure enables independent and
conglomerates  alike  to  achieve  their  key goals - increasing market share in
their  respective  geographic  regions  while reducing internal costs associated
with  marketing  and administration. As a result, we view these two groups to be
potential  fulfillment  partners.  In fact, this is a significant differentiator
for  us  as  we seek to aggressively expand our network of participating funeral
home  providers.                                                                

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OTHER  COMPETITORS                                                              

To  the  extent  that  third  party  marketers, insurance agencies, banks, trust
companies,  administrators  and/or  software  companies enter the prearrangement
market,  we  expect  some competition from these arenas. However, we believe our
structure, product mix, marketing strategy, and business partners will enable us
to  gain  market  traction  more  quickly.                                      

REGULATION                                                                      
State  insurance  laws  grant  supervisory  agencies,  including state insurance
departments,  broad  regulatory  authority. These supervisory agencies regulate,
among other things, the licensing of insurance brokers and agents, regulation of
the  handling  and  investment of third-party funds held in a fiduciary capacity
and  the  marketing practices of insurance brokers and agents, in the context of
curbing  unfair  trade practices. This continual reexamination may result in the
enactment  of  laws  and  regulations,  or  the  issuance  of interpretations of
existing  laws  and  regulations,  that  adversely  affect  our  business.  More
restrictive  laws,  rules or regulations may be adopted in the future that could
make  compliance more difficult and expensive. We are required to be licensed to
engage  in  the  insurance  agency  and  brokerage  business  in  most  of  the 
jurisdictions  where  we  do  business.  We  currently have been licensed in the
following  jurisdictions:                                                       

o  California,                                                                  

o  Florida,                                                                     

o  Illinois  and                                                                

o  New  Jersey.                                                                 

The  insurance  laws  and  regulations  of  all United States jurisdictions also
require  individuals who engage in agency, brokerage and certain other insurance
service  activities  to  be licensed personally. These laws and regulations also
govern  the sharing of insurance commissions with third parties. We believe that
any  payments  made  by or received by us are in compliance with applicable laws
and regulations. However, should any regulatory authority take the position, and
prevail,  that certain payments by us violate the insurance laws and regulations
relating  to  the  payment  or sharing of commissions, that regulatory authority
could  require  that  we  stop  making  or  receiving those payments or that the
entities  receiving  or  making  those payments become licensed. In addition, if
this  were to occur, the regulatory authority could impose fines or penalties on
us.  We  believe,  however,  that  we  could continue to operate our business by
requiring  that  these  entities  be  licensed or by making payments directly to
licensed  individuals.                                                          

 EMPLOYEES

We  currently  have  seven  full  time employees, with two in management, one in
business  development  and  sales  and  four in administration. Currently, there
exists  no  organized labor agreements or union agreements between our employees
and  us.  We  believe  that  our  relations  with  our  employees  are  good.   

We  have  entered  into  consulting  agreements  with  a  variety  of  industry 
professionals  which  call  for  the introduction by them to potential marketing
partners that may be interested in distributing our products to their customers.

 DESCRIPTION OF PROPERTY

We  maintain our principal office at 990 Stewart Avenue, Suite 650, Garden City,
New  York  11530.  Our telephone number at that office is (516) 832-7000 and our
facsimile  number  is (516) 832-7979. We lease 2,150 square feet of office space
at  our  principal  office.  The  monthly  rent  is  $4,300.  In  addition,  our
wholly-owned  subsidiary,  American  DataSource, leases offices located at 13111
Norwest  Freeway  -  Suite  100,  Houston,  Texas  77040.  These offices contain
approximately  3,000 square feet and are leased from an unaffiliated third party
for  a  monthly base rental of approximately $3,000. The lease currently expires
in  December  2008.  We believe that our current office space and facilities are
sufficient  to  meet  our  present  needs  and  do not anticipate any difficulty
securing  alternative or additional space, as needed, on terms acceptable to us.

 LEGAL PROCEEDINGS

From  time  to  time,  we  may  become  involved  in  various lawsuits and legal
proceedings  which arise in the ordinary course of business. However, litigation
is  subject  to  inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm our business. We are currently
not  aware  of  any  such legal proceedings or claims that we believe will have,
individually  or  in  the  aggregate, a material adverse affect on our business,
financial  condition  or  operating  results.                                   

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DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS              

Name                   Age     Principal Positions and Offices with Our Company 
----                   ---     ------------------------------------------------ 
James N. Lucas, Sr.    58      Chairman of the Board of Directors               

Mitchell S. Segal      46      President, Chief Executive Officer and Chief     
                             Financial Officer and Director and President of
                          National Preplanning, Inc., our wholly-owned
Subsidiary        

Peter Walker           59      Director                                         

Directors are elected to serve until the next annual meeting of stockholders and
until  their  successors  are  elected  and qualified. Currently there are three
seats  on  our  board  of  directors.                                           

Currently,  our  insider  Directors  are  not  compensated  for  their services.
Non-employee  directors  are  entitled to receive automatic grants of options to
purchase  7,150 shares of our common stock upon first becoming a director of our
company  and annually thereafter. Officers are elected by the Board of Directors
and  serve  until  their  successors  are  appointed  by the Board of Directors.
Biographical  resumes  of  each  officer  and  director  are  set  forth  below.

JAMES  N.  LUCAS, SR. James N. Lucas, Sr., became our chairman of the board upon
completion,  and  pursuant  to  the  terms,  of  our  acquisition  of  American 
DataSource,  Inc.  in  March 2002. Mr. Lucas served as the president of American
DataSource  from  1999  until January 2004. Mr. Lucas currently is President and
Chief  Executive  Officer of Professional Association Consultants, a third-party
marketer  operating  in  the  death  care industry. From 1990 to 1995, Mr. Lucas
served  as  President  and  owner  of International Funeral Associates, Inc. Mr.
Lucas  had  previously  served  as  President  (1990),  Executive Vice-President
(1988-1989), Vice-President of Sales and Membership (1986-1987) of International
Funeral  Associates.  Mr. Lucas sold International Funeral Associates to a major
public  insurer  in  1995.  From  1988  to  1990,  Mr.  Lucas  also  served as a
Vice-President  of Service Corporation International, one of the world's largest
funeral  home  operators.  From  1968  to 1986, he was the owner and operator of
Lucas  Funeral  Homes,  which  consisted  of four wholly owned funeral homes and
three  partially  owned  funeral  homes  in Tarrant County, Texas. Lucas Funeral
Homes  was sold to Service Corporation International in 1986. Mr. Lucas received
his  Bachelor  Degree  in  Business Administration and a license from the Dallas
Institute  of  Mortuary  Services  in  1968.                                    

MITCHELL  S.  SEGAL.  Mitchell S. Segal became our president and chief executive
officer  and a member of our board of directors upon completion, and pursuant to
the  terms,  of  our acquisition of National Preplanning Inc. in March 2002. Mr.
Segal has served as the president of National Preplanning since its inception in
1999.  He  has  spoken at several national conferences on issues relating to the
death  care industry. Mr. Segal received a B.A. degree from Boston University in
1981  and  a J.D. degree from Hofstra Law School in 1984. He was employed by the
accounting  firm  Arthur  Andersen  in its tax department from 1984 to 1986. Mr.
Segal served as an assistant vice president in the direct investment division of
NYLIFE  Securities,  a subsidiary of New York Life Insurance, from 1986 to 1987.
Thereafter,  Mr.  Segal  was  a vice president in the realty investment group of
Shearson  Lehman Brothers from 1987 to 1990. From 1990 to 1998, Mr. Segal was in
private  practice.                                                              

PETER  WALKER.  Peter Walker served as our president and chief executive officer
(from  1984)  and  chairman  of the board (from 1987) of our company until March
2002 when he resigned all of such positions upon completion, and pursuant to the
terms,  of  our acquisition of American DataSource and National Preplanning Inc.
in  March  2002.  Despite  such resignations, Mr. Walker continues to serve as a
director  of  our  company  which he has been since March 2002. Between 2002 and
February 2004, Mr. Walker served as president of Kelly Color Laboratories, Inc.,
our  wholly-owned  subsidiary.  From  1977  to  1984,  Mr.  Walker was executive
vice-president,  secretary  and  a  director  of  our  company.                 

BOARD  COMMITTEES                                                               

AUDIT  COMMITTEE                                                                
We  do  not have an Audit Committee. Our board of directors performs some of the
same  functions  of  an  Audit  Committee,  such  as:  recommending  a  firm  of
independent  certified  public  accountants  to  audit  the  annual  financial  
statements;  reviewing  the  independent  auditors  independence,  the financial
statements  and their audit report; and reviewing management's administration of
the  system  of internal accounting controls. We do not currently have a written
audit  committee  charter  or  similar  document.                               

COMPENSATION  COMMITTEE                                                         
We  do not have a Compensation Committee. Our board of directors perform some of
the  same  functions  of  a  Compensation Committee, including setting executive
officer  compensation.                                                          

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NOMINATING  COMMITTEE                                                           

We do not have a Nominating Committee or Nominating Committee Charter. Our board
of  directors  performed  some  of  the  functions  associated with a Nominating
Committee.  We  have  elected  not  to have a Nominating Committee at this time,
however,  our  Board  of Directors intend to continually evaluate the need for a
Nominating  Committee.                                                          

ADVISORY  BOARD                                                                 

On  December  8, 2004, we established an Advisory Board that will be composed of
distinguished  professionals from the insurance, employee benefit and investment
banking  communities.  The  Advisory  Board  will  serve  as  a  resource to our
executive  team  and  will  provide  input  relating to strategic direction, the
development  of  key  strategic  relationships  and  the company's future growth
plans.  On  December  14,  2005, Mr. Jack Kwicien became the first member of our
Advisory  Board.  Mr.  Kwicien  has  over  30  years of executive management and
entrepreneurial  experience in the insurance and work-site marketing arenas. Mr.
Kwicien  is  currently  the  managing  partner  of  Daymark  Capital Advisors, a
consulting  and  investment  banking  firm  with  expertise  in  benefits       
administration,  human resource services and work-site marketing of property and
casualty insurance, health insurance and financial services products in the U.S.
Mr. Kwicien is the founder of Rewards Plus, a national employee benefits company
that leverages internet technology and work-site marketing strategies to deliver
core  and  voluntary  benefits  to  employers  and  employees. We will grant Mr.
Kwicien  a  three-year  option to purchase 6,000 shares of our common stock upon
his joining our Advisory Board, which shares become exercisable ratably over the
first  twelve  months  following  grant. Mr. Kwicien is to receive an additional
three-year option to purchase 1,000 shares of our common stock for each Advisory
Board  meeting  attended.  The  shares  underlying  these  options  will  become
exercisable  six months from their respective grants. All of the options granted
or to be granted to Mr. Kwicien have or will have an exercise price equal to the
closing  price  of  our common stock on the effective date of grant. There is no
minimum  cash  commitment  relating  to  this  agreement.                       

On  January  13,  2005,  Jim  Quimet  joined  our Advisory Board. Mr. Quimet has
approximately 30 years of experience in the insurance industry of which 20 years
has  been  devoted to work-site marketing. Mr. Ouimet is Chairman and CEO of the
James  Group,  LLC,  an insurance sales and marketing consulting organization he
founded  in  1995.  Mr.  Ouimet  is  part  owner  and a director of the National
Association  of Professional Enrollment Specialists (a/k/a The Benefit Marketing
Association),  an insurance industry work-site marketing focused association. In
2000,  he  was inducted into the International Work-site Marketing Hall of Fame.
We  will  grant  Mr.  Quimet a three-year option to purchase 6,000 shares of our
common  stock  upon  his  joining  our  Advisory  Board,  which  shares  become 
exercisable  ratably over the first twelve months following grant. Mr. Quimet is
to  receive  an  additional  three-year  option  to purchase 1,000 shares of our
common  stock  for  each  Advisory Board meeting attended. The shares underlying
these  options  will become exercisable six months from their respective grants.
All  of  the options granted or to be granted to Mr. Quimet have or will have an
exercise  price  equal to the closing price of our common stock on the effective
date  of  grant. There is no minimum cash commitment relating to this agreement.
As of December 31, 2005, We have not had any Advisory Board meetings nor have we
granted  any options to the above individuals. The advisory board is not part of
our  board  of  directors.                                                      

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE                    

Based  solely  upon  a  review of Forms 3, 4 and 5 and amendments to these forms
furnished  to  us,  together  with  written  representations received by us from
applicable  parties that no Form 5 was required to be filed by such parties, all
parties  subject  to the reporting requirements of Section 16(a) of the Exchange
Act  filed  all such required reports during and with respect to our 2005 fiscal
year.                                                                           

CODE  OF  ETHICS                                                                

Our  board  of  directors  has  established a code of ethics that applies to our
principal  executive, financial and accounting officer(s). A copy of our code of
ethics  has  been  made  Exhibit  14 to our Annual Report on Form 10-KSB for our
fiscal  year  ended  December  31,  2003,  filed with the SEC on April 14, 2004.

EXECUTIVE  COMPENSATION                                                         

The  following  table sets forth all compensation awarded to, earned by, or paid
for  all  services rendered to us during our 2005, 2004 and 2003 fiscal years by
those  persons who served as chief executive officer during our 2005 fiscal year
and  any  executive  officer  at  December 31, 2005 who received compensation in
excess  of  $100,000  during  such  years.                                      

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                                                        [Enlarge/Download Table]

                                                                                                            
                           SUMMARY COMPENSATION TABLE                                                       
                                                                 Annual Compensation                        
                                                   Fiscal     ------------------------        All Other     
Name and Principal Positions                        Year         Salary        Bonus      Compensation (1)  
----------------------------                     ---------    -----------   ----------  --------------------
Mitchell S. Segal                                   2005      $   230,000   $        0      $         0     
   President, Chief Executive Officer and           2004      $   220,000   $        0      $         0     
   Chief Financial Officer (2)                      2003      $   210,000   $        0      $         0     

Peter Walker                                                                                                
   Vice President and Secretary (3)(4)              2005      $   100,000   $        0      $         0     
                                                    2004      $   100,000   $        0      $         0     
                                                    2003      $   100,000   $        0      $         0     
<FN>                                                                                                        
(1)  The  above  compensation  figures  do  not  include the cost for the use of                            
automobiles  leased  by  us,  the  cost of benefits, including premiums for life                            
insurance,  and  any  other  perquisites  provided  by  us  to  such  persons in                            
connection with our business, all of which does not exceed the lesser of $50,000                            
or  10%  of  such  person's annual salary and bonus for the subject fiscal year.                            

(2) Mr. Segal became our president and chief executive officer in March 2002 and                            
our  chief  financial  officer  in  October  2002.                                                          

(3)  Mr.  Walker  resigned  as  our  president  and  chief  executive officer in                            
connection  with  our  acquisitions  of  ADS  and  NPI  in  March  2001.                                    

(4)  Mr. Walker no longer serves as president of Kelly Color Laboratories, Inc.,                            
our  former  wholly-owned  subsidiary, pursuant to the Company discontinuing the                            
operations  of  Kelly  Color  Laboratories  in  February  2004.                                             

Option  Grants  in  Last Fiscal Year; Aggregated Option Exercises in Last Fiscal
Year  and  Fiscal  Year  End  Option  Values                                    

None.                                                                           

EMPLOYMENT  AGREEMENTS                                                          

EMPLOYMENT  AGREEMENT  WITH  MITCHELL  S.  SEGAL                                

We  had entered into an employment agreement with Mitchell Segal to serve as our
president  and  chief  executive  officer  through  December 31, 2005. Under Mr.
Segal's  employment  agreement,  we  paid  Mr.  Segal  an  annual base salary of
$230,000  for 2005, plus annual bonuses equal to a minimum of 3% to a maximum of
5%  of the gross proceeds received from equity financings and a minimum of 3% to
a  maximum  of  7.5%  of  our  net  income,  provided our net income is at least
$500,000. The bonus is payable through 2008, even if Mr. Segal's employment with
us  is  terminated by us except in the event the termination is for cause. In no
event  may  the bonuses due Mr. Segal exceed an aggregate of $304,025. Mr. Segal
also  is  entitled  to  discretionary  bonuses,  if any, awarded by our board of
directors.                                                                      

Mr.  Segal's  employment  agreement  provides  for  him  to  be paid his salary:

o  for  a  six-month  period  following his termination due to a disability; and

o  for  the  entire  remaining  employment  term in the event his termination is
otherwise  than  for  cause  or  disability.                                    

It  is the intention of the Company to enter into a similar employment agreement
with  Mr.  Segal  within  the  next  month.                                     

EMPLOYMENT  AGREEMENT  WITH  PETER  WALKER                                      

We  have an employment agreement with Peter Walker through March 18, 2012. Under
Mr.  Walker's employment agreement, we will pay Mr. Walker an annual base salary
of  $100,000,  plus  a  monthly non-accountable expense allowance of $1,000. Mr.
Walker's  employment  agreement  does not require Mr. Walker to devote a minimum
number  of hours to the business. Mr. Walker's employment agreement does require
us  to  use our best efforts to cause Mr. Walker to be nominated for election to
our  board  of  directors  during the term of Mr. Walker's employment agreement.

Mr.  Walker's  employment  agreement  provides  for  him  to be paid his salary:

o  for  a  two  year  period  following his termination due to a disability; and

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o  for  the  entire  remaining  employment  term in the event his termination is
otherwise than for cause or disability; provided that, if the termination is due
to  a  failure  to  pay  Mr. Walker his compensation otherwise payable under the
employment  agreement,  then  the  rate  of  compensation  shall  be            

o  in  the  seventh  year,  150%  of  his  salary  at  the  time of termination,

o  in  the  eighth  year,  200%  of  his  salary  at  the  time  of termination,

o  in  the  ninth  year,  250%  of  his  salary  at the time of termination, and

o  in  the  tenth  year,  300%  of  his  salary  at  the  time  of  termination.

As  of  December  31,  2004,  we  were  in arrears under Mr. Walker's employment
agreement  in  the  amount  of  $32,964.                                        

DIRECTOR  COMPENSATION                                                          

We  currently  do not have in effect a policy regarding compensation for serving
on  our  board  of  directors.  However, we do reimburse our directors for their
reasonable  expenses  incurred  in  attending  meetings  of  our  board  and our
non-employee  directors  are  entitled to receive automatic grants of options to
purchase  7,150 shares of our common stock upon first becoming a director of our
company  and  annually  thereafter.                                             

CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS                              

During  the  year  ended  December  31,  2005, certain officers and stockholders
advanced  the  Company  $98,221  for  working capital purposes. The advances are
non-interest  bearing  and  have  no definitive repayment terms. During the year
ended  December  31,  2005,  the  Company  repaid $27,000 of the advances. As of
December  31,  2005,  the  total  amount  due  to  the officers-stockholders was
$128,371.                                                                       

As  of  December  31, 2005, the Company was in arrears in payment of Mr. Segal's
salary  in  the amount of $109,000 which is included on the consolidated balance
sheet  as  part  of  accounts  payable  and  accrued  expenses.                 

On  November  24,  2004,  we entered into a common stock purchase agreement with
Fusion  Capital,  an  entity  that  owns  in  excess  of  5%  of  our issued and
outstanding  Common Stock, to obtain up to $6.0 million in equity financing from
Fusion  Capital.  Under  the  agreement, Fusion Capital agreed to purchase up to
$6.0 million of newly issued Walker Financial common stock over a period of time
up to twenty-four months commencing after the date a registration statement with
respect  to  the  shares  to be sold to Fusion Capital is declared effective. We
have  the  right  to control the timing and the amount of stock sold, if any, to
Fusion  Capital.  Pursuant  to  this  agreement, we agreed to initially issue to
Fusion  Capital  794,702  commitment shares and 60,000 signing fee shares of our
common stock (which shares have been issued). We will pay no cash commitment fee
to  Fusion  Capital  to  obtain this agreed funding. Funding of the initial $6.0
million would occur over a period of time commencing upon fulfillment of certain
conditions. Upon completion of this funding, at our sole discretion, we have the
right  to enter into a new agreement with Fusion Capital covering the sale of up
to  an  additional  $6.0  million  of  common  stock.                           

The  Fusion  Capital  Agreement  provides limitations on the percentage of stock
Fusion  will  hold  at  particular times and in no event may Fusion hold greater
than  9.9%  of  the  outstanding  stock  of the Company. Consequently, if Fusion
cannot  sell  the shares due to the lack of liquidity in the common stock of the
Company,  the  Company's  ability to be able to obtain money from Fusion Capital
for  acquisitions  or  to pay down the Company's current debt may be hindered or
limited.  As  a  result  of our agreement with Dutchess, we have no intention to
obtain  capital  through  the  Fusion  equity  line.                            

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth  information  with  respect to the beneficial
ownership  of  shares  of  our  common  stock  as  of  January  6,  2006  by:   

o  each  person  who is known by us to beneficially own 5% or more of our common
stock;                                                                          

o  each  of  our  officers  and  directors;  and                                

o  all  of  our  officers  and  directors  as  a  group.                        

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities  and  Exchange Commission and generally includes voting or investment
power  with  respect to securities. Shares of common stock subject to options or
warrants  currently  exercisable  or  convertible, or exercisable or convertible
within  60  days  of  January  6, 2006, are deemed outstanding for computing the
percentage  of  the  person  holding  such  option or warrant but are not deemed
outstanding  for  computing  the  percentage  of  any  other  person.           

Except  as  otherwise  indicated  in  the  notes  to  the  following  table,    

o  we  believe that all shares are beneficially owned, and investment and voting
power  is  held  by,  the  persons  named  as  owners,  and                     

o  the  address  for  each  beneficial  owner  listed in the table, except where
otherwise noted, is c/o Walker Financial Corporation, 990 Stewart Avenue - Suite
650,  Garden  City,  New  York  11530.                                          

o  Based  upon  13,837,220  shares  issued  and  outstanding  on  May  2,  2006.

                                                        [Enlarge/Download Table]

                                                                                                                 
                                                      Amount and Nature of       Percentage of                   
Name and Address of Stockholder                       Beneficial Ownership    Outstanding Shares                 
-------------------------------------------------    ---------------------    ------------------                 
Mitchell S. Segal (1)                                      1,839,670                  13.30%                     
James M. Lucas, Sr. (9)                                      459,960                   3.32%                     
Peter Walker (4)                                           1,052,390 (5)               7.61%                     
James M. Lucas, Jr. (7)                                      689,940                   4.99%                     
Fusion Capital Fund II, LLC (6)                              854,702 (4)               6.18%                     
David L. Cohen (2)                                         1,263,841 (3)               8.94%                     

All Officers and Directors as a group (3) persons          3,352,020                  24.20%                     
<FN>                                                                                                             
(1)  Mr.  Segal  became  a  director, president and chief executive officer of our company upon completion of our
acquisition  of  National Preplanning, Inc. in March 2002. Mr. Segal remains the president of our NPI subsidiary.

(2)  The  address  for  Dr.  Cohen  is  1800  Rockaway  Avenue,  Hewlett,  New  York  11557.                     

(3)  Includes  (a)  1,238,841  shares  of common stock and (b) 25,000 shares of our common  stock  issuable  upon
exercise  of  options  currently  exercisable.                                                                   

(4)  Mr.  Walker is a director of our company which he has been since March 2002. Between 2002 and February 2004,
Mr.  Walker  served  as  president  of  Kelly  Color  Laboratories,  Inc.,  our  wholly-owned  subsidiary.       

(5)  Includes  (a) 558,620 shares of our common stock held by The Robert Walker Life Insurance Trust in which Mr.
Walker  serves as trustee and in which Mr. Walker is the beneficiary of 450,000 shares owned by this trust and is
the  brother  of  the  beneficiary  of the remaining shares owned by this trust, and (b) 165,000 held by a second
trust  for  which Mr. Walker is the sole beneficiary. Mr. Walker disclaims any beneficial ownership to the shares
owned  by  The  Robert Walker Life Insurance Trust, other than the 450,000 shares for which he is the beneficiary
under  this  trust.                                                                                              

(6)  The  address  for Fusion Capital Fund II, LLC is 222 Merchandise Mart Plaza - Suite 9-112, Chicago, Illinois
60654.  Steven  Martin  and Joshua Scheinfeld retain voting and investment control over the shares held by Fusion
Capital  Fund.                                                                                                   

(7)  Mr.  James N. Lucas, Jr. is an adult son of James N. Lucas, Sr., our chairman of the board of directors. The
mailing  address  for  Mr.  Lucas  is c/o American DataSource, Inc., 517 North Sylvania Avenue, Fort Worth, Texas
76111.                                                                                                           

(8) Includes 22,998 shares of our common stock held by the James N. Lucas and Theresa Lucas Irrevocable Trust for
the  benefit  of  this  individual.                                                                              

(9) Mr. Lucas became chairman of the board of our company upon completion of our acquisition of ADS Inc. in March
2002.  Mr.  Lucas  served as president of our ADS subsidiary until 2003. The mailing address for Mr. Lucas is c/o
Ensure,  Inc.,  517  North  Sylvania  Avenue,  Fort  Worth,  Texas  76111.                                       

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 DESCRIPTION OF SECURITIES

COMMON  STOCK                                                                   

We  are  authorized to issue up to 100,000,000 shares of common stock, par value
$.10.  As  of  May  2,  2006,  there  were  13,837,220  shares  of  common stock
outstanding.  Holders  of the common stock are entitled to one vote per share on
all  matters  to  be voted upon by the stockholders. Holders of common stock are
entitled  to  receive  ratably such dividends, if any, as may be declared by the
Board  of  Directors  out  of  funds  legally  available  therefor.  Upon  the  
liquidation,  dissolution,  or  winding up of our company, the holders of common
stock  are  entitled  to  share  ratably  in all of our assets which are legally
available  for distribution after payment of all debts and other liabilities and
liquidation  preference of any outstanding common stock. Holders of common stock
have  no  preemptive,  subscription,  redemption  or  conversion  rights.  The  
outstanding  shares  of  common  stock  are  validly  issued,  fully  paid  and 
nonassessable.                                                                  

We  have  engaged  American Stock Transfer & Trust Company, located in Brooklyn,
New  York,  as  independent  transfer  agent  or  registrar.                    

PREFERRED  STOCK                                                                

We  are authorized to issue up to 5,000,000 shares of Preferred Stock, par value
$.10,  none  of  which  are  issued  and  outstanding.                          

WARRANTS                                                                        

We  have  200,000  warrants  outstanding  exercisable  at $0.15 per share, which
expire  in March 2006. We have 724,063 warrants outstanding exercisable at $0.28
per  share,  which  expire  in  July  2008.  We have 31,463 warrants outstanding
exercisable  at  $0.30  per  share,  which  expire in July 2006. We have 175,000
warrants  outstanding  exercisable  at  $0.45  per share, which expire in August
2007.  We have 17,860 warrants outstanding exercisable at $4.20 per share, which
expire  in  July  2006. We have 10,760 warrants outstanding exercisable at $6.30
per  share,  which  expire  in  July  2006.  We have 10,760 warrants outstanding
exercisable  at  $7.23  per  share,  which  expire in July 2006. We have 187,500
warrants  outstanding exercisable at $0.16 that expire in February 2008. We have
93,750  warrants  outstanding exercisable at $0.71 that expire in February 2008.
We  have  100,000  warrants  outstanding  exerciseable at $ .30 per share, which
expire  in  August,  2008. We have 45,000 warrants outstanding exerciseable at $
..50  per  share  which  expire  in  January,  2008.  We  have  550,500 warrants
outstanding  exerciseable  at  $ .10, which expire in December, 2010 and we have
412,500  warrants  outstanding  exerciseable at $ .10, which expire in February,
2011.                                                                           

CONVERTIBLE  SECURITIES                                                         

There  are  currently  $866,000  worth  of  convertible  securities outstanding.
$50,000  of  the  convertible  securities  outstanding  are  10%  Senior Secured
Convertible Promissory Notes which have a maturity date of December 5, 2006, are
convertible,  at  the  option  of  the holder, into our common stock at any time
prior  to December 4, 2005 at the conversion rate (subject to adjustment) of one
share  of  common  stock  for  every  $0.71  of  principal  and accrued interest
converted and at any time from December 5, 2005 through the maturity date at the
conversion  rate  (subject to adjustment) of one share of common stock for every
$1.25  of  principal and accrued interest converted. Each 10% note is subject to
automatic  conversion,  at  the then applicable conversion rate, if, (a) for any
twenty consecutive trading days, (i) the market price of our common stock equals
or  exceeds  $3.00  and  (ii)  the trading volume for our common stock equals or
exceeds  50,000  shares, and (b) the conversion shares are either (i) subject to
an  effective  registration  statement  under the Securities Act of 1933 or (ii)
available  for resale pursuant to Rule 144 promulgated under the Securities Act.

An  additional $375,000 of convertible securities are 10% Convertible Promissory
Notes  and  three-year  warrants  to purchase 93,750 shares of our common stock.
Each  of  these notes is due on February 15, 2006 and bears interest at the rate
of  10%  per  annum,  payable at maturity. The notes may be prepaid, at our sole
discretion,  in  whole or in part, at any time upon notice to the holders of the
notes. The notes are further subject to mandatory re-payment upon the occurrence
of  specified  events and after the giving of appropriate notice to the holders.
Each  holder  of  a  note  has  the  right,  exercisable  in  the  holders' sole
discretion, to convert all or any portion of the principal amount standing under
the  holder's  note and all accrued and unpaid interest on such principal amount
being  converted  into shares of our common stock at a conversion price of $0.71
per  share.  The  exercise  price  of  the  warrants  is  $0.71  per  share.    

$220,000  consists  of  convertible debentures. On December 23, 2005, we entered
into  an agreement providing for the sale of $220,000 in principal amount of its
five-year convertible debentures to Dutchess Private Equities Fund, II, L.P. The
convertible  debentures  bear interest at 12% per annum. The first $95,000 (less
expenses)  was  funded  immediately  with  an  additional  $125,000 to be funded
immediately  upon  filing of the registration statement of which this prospectus
forms a part. Dutchess may convert the convertible debentures into shares of our
common  stock  any  time  at a fixed conversion price of $.13. Our obligation to
repay  the  amounts  outstanding  under the convertible debentures is secured by
substantially  all  of  our  assets.  If not converted, the debentures are to be
repaid  in  monthly  installments  until  paid  in  full  by  July  1,  2006.   

$221,000  consists  of  convertible  debentures. On February 20, 2006 we entered
into  an agreement providing for the sale of $221,000 in principal amount of its
five-year  convertible  debentures  to Dutchess. The convertible debenture bears
interest  at  10% per annum. Dutchess may convert the convertible debenture into
shares  of our common stock at any time at a fixed conversion price at $.10. Our
obligation  to  repay the amounts outstanding under the convertible debenture is
secured by substantially all of our assets. If not converted, the debentures are
to  be  repaid  in  mostly installments until paid in full by September 1, 2006.

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INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our  Certificate  of  Incorporation,  as  amended, provide to the fullest extent
permitted  by  Delaware  law,  our directors or officers shall not be personally
liable  to  us  or our shareholders for damages for breach of such director's or
officer's  fiduciary  duty.  The  effect of this provision of our Certificate of
Incorporation,  as  amended,  is  to  eliminate  our rights and our shareholders
(through  shareholders'  derivative  suits  on behalf of our company) to recover
damages  against  a director or officer for breach of the fiduciary duty of care
as a director or officer (including breaches resulting from negligent or grossly
negligent  behavior),  except  under  certain  situations defined by statute. We
believe that the indemnification provisions in our Certificate of Incorporation,
as  amended,  are necessary to attract and retain qualified persons as directors
and  officers.                                                                  

Section  145 of the Delaware General Corporation Law provides that a corporation
may  indemnify  a director, officer, employee or agent made a party to an action
by  reason of that fact that he or she was a director, officer employee or agent
of  the  corporation  or  was  serving at the request of the corporation against
expenses  actually and reasonably incurred by him or her in connection with such
action  if  he  or  she acted in good faith and in a manner he or she reasonably
believed  to be in, or not opposed to, the best interests of the corporation and
with  respect  to any criminal action, had no reasonable cause to believe his or
her  conduct  was  unlawful.                                                    

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  (the "Act" or "Securities Act") may be permitted to directors, officers or
persons  controlling  us  pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission,
such  indemnification  is  against public policy as expressed in the Act and is,
therefore,  unenforceable.                                                      

PLAN OF DISTRIBUTION

The  selling  stockholder,  or  its pledgees, donees, transferees, or any of its
successors  in  interest  selling  shares  received  from  the  named  selling  
stockholder  as  a  gift,  partnership  distribution  or  other non-sale-related
transfer  after  the  date  of  this  prospectus  (all  of whom may be a selling
stockholder)  may  sell the common stock offered by this prospectus from time to
time  on  any  stock exchange or automated interdealer quotation system on which
the  common  stock  is  listed  or  quoted  at  the  time  of  sale,  in  the   
over-the-counter  market,  in privately negotiated transactions or otherwise, at
fixed  prices  that  may  be changed, at market prices prevailing at the time of
sale,  at  prices  related  to  prevailing  market prices or at prices otherwise
negotiated.  Although  we  have  not  been  advised how the securityholders will
dispose  of  their  securities, they may sell the common stock by one or more of
the  following  methods,  without  limitation:                                  

o Block trades in which the broker or dealer so engaged will attempt to sell the
common  stock  as  agent  but  may position and resell a portion of the block as
principal  to  facilitate  the  transaction;                                    

o An exchange distribution in accordance with the rules of any stock exchange on
which  the  common  stock  is  listed;                                          

o  Ordinary brokerage transactions and transactions in which the broker solicits
purchases;                                                                      

o  Privately  negotiated  transactions;                                         

o  In  connection  with  short  sales  of  company  shares;                     

o  Through  the  distribution  of common stock by any selling stockholder to its
partners,  members  or  stockholders;                                           

o  By  pledge  to  secure  debts  of  other  obligations;                       

o In connection with the writing of non-traded and exchange-traded call options,
in hedge transactions and in settlement of other transactions in standardized or
over-the-counter  options;                                                      

o  Purchases by a broker-dealer as principal and resale by the broker-dealer for
its  account;  or                                                               

o  In  a  combination  of  any  of  the  above.                                 

These transactions may include crosses, which are transactions in which the same
broker acts as an agent on both sides of the trade. The selling stockholders may
also  transfer  the  common stock by gift. We do not know of any arrangements by
the  selling  stockholders  for  the  sale  of  any  of  the  common  stock.    

The  selling  stockholders  may  engage  brokers and dealers, and any brokers or
dealers  may  arrange  for  other brokers or dealers to participate in effecting
sales of the common stock. These brokers or dealers may act as principals, or as
an  agent  of  a  selling  stockholder.  Broker-dealers may agree with a selling
stockholder  to  sell a specified number of the stocks at a stipulated price per
share. If the broker-dealer is unable to sell common stock acting as agent for a
selling  stockholder,  it  may  purchase  as  principal any unsold shares at the
stipulated  price.  Broker-dealers  who  acquire  common stock as principals may
thereafter  resell  the  shares  from  time to time in transactions in any stock
exchange  or automated interdealer quotation system on which the common stock is
then  listed,  at  prices  and  on terms then prevailing at the time of sale, at
prices                                                                          
related  to  the  then-current  market  price  or  in  negotiated  transactions.
Broker-dealers  may  use  block  transactions  and  sales  to  and  through     

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broker-dealers,  including  transactions  of  the  nature  described  above. The
selling  stockholders may also sell the common stock in accordance with Rule 144
or  Rule 144A under the Securities Act, rather than pursuant to this prospectus.
In  order  to comply with the securities laws of some states, if applicable, the
shares  of  common  stock  may  be  sold  in  these  jurisdictions  only through
registered  or  licensed  brokers  or  dealers.                                 

From  time  to  time,  one  or  more  of  the  selling  stockholders may pledge,
hypothecate  or  grant a security interest in some or all of the shares owned by
them.  The  pledgees,  secured  parties  or  person to whom the shares have been
hypothecated  will,  upon  foreclosure  in the event of default, be deemed to be
selling stockholders. The number of a selling stockholder's shares offered under
this  prospectus  will  decrease  as and when it takes such actions. The plan of
distribution  for  that  selling  stockholder's  shares  will  otherwise  remain
unchanged.  In  addition, a selling stockholder may, from time to time, sell the
shares  short,  and,  in  those  instances,  this prospectus may be delivered in
connection with the short sales and the shares offered under this prospectus may
be  used  to  cover  short  sales.                                              

To the extent required under the Securities Act, the aggregate amount of selling
stockholders'  shares  being offered and the terms of the offering, the names of
any  agents,  brokers,  dealers  or  underwriters, any applicable commission and
other  material facts with respect to a particular offer will be set forth in an
accompanying  prospectus  supplement  or  a  post-effective  amendment  to  the 
registration  statement  of which this prospectus is a part, as appropriate. Any
underwriters,  dealers,  brokers  or agents participating in the distribution of
the common stock may receive compensation in the form of underwriting discounts,
concessions, commissions or fees from a selling stockholder and/or purchasers of
selling  stockholders' shares, for whom they may act (which compensation as to a
particular  broker-dealer  might  be  less  than  or  in  excess  of  customary 
commissions).  Neither we nor any selling stockholder can presently estimate the
amount  of  any  such  compensation.                                            

Dutchess  and  any  underwriters, brokers, dealers or agents that participate in
the  distribution  of  the common stock are "underwriters" within the meaning of
the Securities Act, and any discounts, concessions, commissions or fees received
by  them  and  any  profit  on  the resale of the securities sold by them may be
deemed  to be underwriting discounts and commissions. In addition, J.P. Turner &
Associates is a registered broker-dealer and therefore considered an underwriter
within  the  meaning  of  the  Securities Act with respect to the shares that it
owns.  If  a  selling  stockholder  is  deemed to be an underwriter, the selling
stockholder  may  be subject to certain statutory liabilities including, but not
limited to Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the
Exchange  Act.  Selling  stockholders  who  are  deemed  underwriters within the
meaning  of  the  Securities  Act  will  be  subject  to the prospectus delivery
requirements  of  the  Securities  Act.  The SEC staff is of a view that selling
stockholders  who  are  registered  broker-dealers  or  affiliates of registered
broker-dealers may be underwriters under the Securities Act. We will not pay any
compensation  or  give  any  discounts  or  commissions  to  any  underwriter in
connection  with  the  securities  being  offered  by  this  prospectus.        

A  selling  stockholder  may enter into hedging transactions with broker-dealers
and  the  broker-dealers  may  engage  in short sales of the common stock in the
course  of  hedging  the  positions  they  assume with that selling stockholder,
including,  without  limitation,  in connection with distributions of the common
stock  by  those  broker-dealers. A selling stockholder may enter into option or
other  transactions  with  broker-dealers,  who  may  then  resell  or otherwise
transfer  those  common stock. A selling stockholder may also loan or pledge the
common  stock  offered  hereby to a broker-dealer and the broker-dealer may sell
the common stock offered by this prospectus so loaned or upon a default may sell
or  otherwise  transfer  the  pledged  common  stock offered by this prospectus.

The  selling  stockholders  and  other  persons  participating  in  the  sale or
distribution of the common stock will be subject to applicable provisions of the
Exchange  Act,  and  the rules and regulations under the Exchange Act, including
Regulation M. This regulation may limit the timing of purchases and sales of any
of  the  common  stock  by  the  selling  stockholders and any other person. The
anti-manipulation  rules  under  the  Exchange  Act may apply to sales of common
stock  in the market and to the activities of the selling stockholders and their
affiliates.  Regulation  M may restrict the ability of any person engaged in the
distribution  of  the  common  stock  to engage in market-making activities with
respect  to  the particular common stock being distributed for a period of up to
five  business  days  before the distribution. These restrictions may affect the
marketability  of  the  common  stock and the ability of any person or entity to
engage  in  market-making  activities  with  respect  to  the  common  stock.   

We have agreed to indemnify the selling stockholder and any brokers, dealers and
agents who may be deemed to be underwriters, if any, of the common stock offered
by  this  prospectus, against specified liabilities, including liabilities under
the  Securities  Act. The selling stockholder has agreed to indemnify us against
specified  liabilities.                                                         

The  issued  and  outstanding  common  stock,  as well as the common stock to be
issued  offered  by  this  prospectus  was originally, or will be, issued to the
selling stockholders pursuant to an exemption from the registration requirements
of the Securities Act, as amended. We agreed to register the common stock issued
or  to  be  issued  to the selling stockholders under the Securities Act, and to
keep  the  registration  statement  of which this prospectus is a part effective
until  all  of  the securities registered under this registration statement have
been  sold.  We  have agreed to pay all expenses incident to the registration of
the  common  stock  held  by  the  selling  stockholders in connection with this
offering, but all selling expenses related to the securities registered shall be
borne  by the individual holders of such securities pro rata on the basis of the
number  of  shares  of  securities  so  registered  on  their  behalf.          

We  cannot assure you that the selling stockholders will sell all or any portion
of  the  common  stock offered by this prospectus. In addition, we cannot assure
you  that a selling stockholder will not transfer the shares of our common stock
by  other  means  not  described  in  this  prospectus.                         

We  cannot assure you that the selling stockholders will sell all or any portion
of  the  common  stock offered by this prospectus. In addition, we cannot assure
you  that a selling stockholder will not transfer the shares of our common stock
by  other  means  not  described  in  this  prospectus.                         

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 PENNY STOCK

The  Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the  definition  of  a  "penny  stock,"  for the purposes relevant to us, as any
equity  security that has a market price of less than $5.00 per share or with an
exercise  price of less than $5.00 per share, subject to certain exceptions. For
any  transaction  involving  a  penny  stock,  unless exempt, the rules require:

o  that  a broker or dealer approve a person's account for transactions in penny
stocks;  and                                                                    

o  the  broker  or  dealer  receive from the investor a written agreement to the
transaction,  setting  forth  the identity and quantity of the penny stock to be
purchased.                                                                      

In  order  to  approve  a person's account for transactions in penny stocks, the
broker  or  dealer  must                                                        

o  obtain  financial  information  and  investment  experience objectives of the
person;  and                                                                    

o  make  a  reasonable  determination  that the transactions in penny stocks are
suitable  for that person and the person has sufficient knowledge and experience
in  financial  matters  to be capable of evaluating the risks of transactions in
penny  stocks.                                                                  

The  broker  or  dealer  must  also deliver, prior to any transaction in a penny
stock,  a disclosure schedule prescribed by the Commission relating to the penny
stock  market,  which,  in  highlight  form:                                    

o  sets  forth  the  basis  on  which  the broker or dealer made the suitability
determination;  and                                                             

o  that  the  broker  or  dealer  received  a signed, written agreement from the
investor  prior  to  the  transaction.                                          

Disclosure  also  has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to  both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of  fraud  in  penny  stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and  information  on  the  limited  market  in  penny  stocks.                  

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SELLING STOCKHOLDERS

The  following  table  presents  information  regarding the selling stockholder.
Neither the selling stockholder nor any of its affiliates has held a position or
office,  or  had  any  other  material  relationship,  with  us.                

                                                        [Enlarge/Download Table]

                                                                                                                                    
----------------------------------------------------------------------------------------------------------------------------------- 
                             Common Shares         Percentage of    Common Shares Issuable  Shares           Beneficial Ownership   
                             Beneficially Owned    Outstanding      upon Exercise of        Registered in    after this Offering(2) 
                             by  Selling           Shares           Securities forming      this Offering                           
                             Shareholder Before    Beneficially     part of this Offering                                           
                             Offering (1)          owned Before                                                                     
Name of Selling Shareholder                        Offering                                                                         
----------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                             Number of   Percent(3) 
                                                                                                             Shares                 
----------------------------------------------------------------------------------------------------------------------------------- 
Dutchess Private Equities       712,958(5)             4.99%            55,372,500(6)         55,372,500        -0-        0.0%     
 Fund  II, LLP (4)                                                                                                                  
J.P. Turner & Associates        187,500(7)             1.4%               187,500              187,500           -0-                
Anthony & Jacqueline Towell      82,924(8)              .6                 82,924               82,924           -0-                
Flavio Marquez                  124,385(8)              .9                124,385              124,385           -0-                
Adrian Kimberly                  41,461(8)              .3                 41,461               41,461           -0-                
Roy Bento                        41,461(8)              .3                 41,461               41,461           -0-                
Mickey Robinson                  41,461(8)              .3                 41,461               41,461           -0-                
Ben Manny                        41,461(8)              .3                 41,461               41,461           -0-                
Patrick Decavaignac              41,461(8)              .3                 41,461               41,461           -0-                
Daniel Decavaignac               41,461(8)              .3                 41,461               41,461           -0-                
Deanna Decavaignac               41,461(8)              .3                 41,461               41,461           -0-                
David Rosen                      41,461(8)              .3                 41,461               41,461           -0-                
Patrick & Virginia Lavelle       41,461(8)              .3                 41,461               41,461           -0-                
Jason Halpern                    41,461(8)              .3                 41,461               41,461           -0-                

Total                         1,522,377                                 56,181,919           56,181,919           -0-               
<FN>                                                                                                                                
* Less than 1%.                                                                                                                     

(1)  Ownership as of January 6, 2006, for the selling stockholders based on information provided by the selling stockholders or     
known to  us.                                                                                                                       

(2)  Because the selling stockholders may offer all or only some portion of the shares of common stock to be registered, no estimate
can be given as to the amount or percentage of these shares of common stock that will be held by the selling shareholder upon       
termination of the offering.  Accordingly, it is assumed that all of the shares of common stock offered pursuant to this prospectus 
will be sold, although the selling stockholders are under no obligation known to us to sell any shares of common stock at this time.

(3) A total of 13,922,220 shares of common stock were issued and outstanding as of January 6, 2006.                                 

(4)  Michael Novielli and Douglas Leighton, the managing members of Dutchess Capital Management, LLC, the general partner of        
Dutchess Private Equities Fund II, LLP share dispositive and voting power with respect to shares held by Dutchess Private Equities  
Fund  II, LLP.                                                                                                                      

(5)  The transaction documents with Dutchess limit to 4.99% that entity's percentage ownership of our issued and outstanding common 
stock.                                                                                                                              

(6)  Represents (i)50,000,000 shares of common stock that potentially may be issued upon the draw down of $10,000,000 on our equity 
line, (ii) 4,410,000  shares of common stock that may be issued upon conversion of $ 441,00 convertible debenture at a fixed        
conversion price of $.10 per share, and (iii) 962,500  shares issuable upon exercise of warrants .  Although we may issue more than 
50,000,000 under the Investment Agreement, this figure represents the maximum number we are contractually bound to register         
herewith.  The Debenture Agreements contain contractual restrictions on beneficial share ownership limiting Dutchess' beneficial    
ownership to 4.99%.                                                                                                                 

(7)   Represents (i) 187,500 shares issuable upon exercise of warrants.  All of these securities and the securities described in    
footnote 8 were issued in February 2005 pursuant to a transaction in which we raised $375,000 through the issuance of 10%           
Convertible Promissory Notes and three-year warrants to purchase 93,750 shares of our common stock to a total of twelve accredited  
investors in a transaction complying with the requirements of Rule 506 promulgated under the Securities of 1933, as amended.        
Tim McAfee and William L. Mello share voting and investment control over the shares held by J.P. Turner & Associates, a registered  
broker-dealer and considered to be an underwriter with respect to its shares included herein.                                       

(8)  Represents shares issuable upon exercise of warrants and shares issuable upon conversion of convertible promissory notes at a  
conversion price of $ .71.                                                                                                          

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 LEGAL MATTERS

Sichenzia  Ross  Friedman  Ference LLP, New York, New York will issue an opinion
with respect to the validity of the shares of common stock being offered hereby.

 EXPERTS

Marcum  &  Kliegman  LLP,  independent  registered  public accounting firm, have
audited,  as  set  forth in their report thereon appearing elsewhere herein, our
financial  statements  as  of December 31, 2005 and for the years ended December
31,  2005  and  2004  that  appear  in  the prospectus. The financial statements
referred  to  above  are  included  in  this  prospectus  with reliance upon the
independent registered public accounting firm's opinion based on their expertise
in  accounting  and  auditing.                                                  

 AVAILABLE INFORMATION

We  have filed a registration statement on Form SB-2 under the Securities Act of
1933,  as  amended, relating to the shares of common stock being offered by this
prospectus,  and  reference  is  made  to  such  registration  statement.  This 
prospectus  constitutes the prospectus of Walker Financial Corporation, filed as
part  of  the registration statement, and it does not contain all information in
the  registration statement, as certain portions have been omitted in accordance
with  the  rules  and  regulations  of  the  Securities and Exchange Commission.

We  are subject to the informational requirements of the Securities Exchange Act
of  1934  which  requires  us  to  file  reports,  proxy  statements  and  other
information  with  the  Securities  and Exchange Commission. Such reports, proxy
statements and other information may be inspected at public reference facilities
of  the  SEC  at  Judiciary Plaza, 450 Fifth Street N.W., Washington D.C. 20549.
Copies of such material can be obtained from the Public Reference Section of the
SEC  at  Judiciary  Plaza,  450  Fifth  Street  N.W.,  Washington, D.C. 20549 at
prescribed rates. Because we file documents electronically with the SEC, you may
also  obtain  this  information  by  visiting  the  SEC's  Internet  website  at
http://www.sec.gov.                                                             

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INDEX  TO  FINANCIAL  STATEMENTS                                                               

-----------------------------------------------------------------------------------------------
Report of independent registered public accounting firm                         F-2            
-----------------------------------------------------------------------------------------------
Consolidated balance sheet at December 31, 2005                                 F-3            
-----------------------------------------------------------------------------------------------
Consolidated statements of operations for the years ended December 31, 2005                    
and 2004                                                                        F-3            
-----------------------------------------------------------------------------------------------
Consolidated statements of stockholders' equity (deficiency) for the years                     
ended December 31, 2005 and 2004                                                F-4            
-----------------------------------------------------------------------------------------------
Consolidated statements of cash flows for the years ended December 31, 2005                    
and 2004                                                                        F-5            
-----------------------------------------------------------------------------------------------
Notes to consolidated financial statements                                      F-7 to F-22    
-----------------------------------------------------------------------------------------------

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 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 -------------------------------------------------------

THE  BOARD  OF  DIRECTORS  AND  STOCKHOLDERS  OF  WALKER  FINANCIAL  CORPORATION

We  have audited the accompanying consolidated balance sheet of Walker Financial
Corporation  (the  "Company")  as  of  December  31,  2005,  and  the  related  
consolidated  statements  of  operations, stockholders' equity (deficiency), and
cash  flows  for  the years ended December 31, 2005 and 2004. 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 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 includes examining,
on  a  test  basis,  evidence  supporting  the  amounts  and  disclosures in the
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 audit provides 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 the Company as of
December  31, 2005, and the results of their operations and their cash flows for
the  years  ended  December  31,  2005  and  2004, in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.          

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 had recurring losses since
inception  and  has  a working capital deficiency as of December 31, 2005. These
conditions  raise  substantial  doubt  about  its ability to continue as a going
concern.  Management's  plans regarding those matters also are described in Note
2.  The  consolidated  financial  statements do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.                       

/s/  Marcum  &  Kliegman  LLP                                                   
-----------------------------                                                   
New  York,  New  York                                                           
March  17,  2006                                                                

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                WALKER FINANCIAL CORPORATION AND SUBSIDIARIES                         
                           CONSOLIDATED BALANCE SHEET                                 
                                December 31, 2005                                     

                                     ASSETS                                           
                                     ------                                           
Current assets -                                                                      
  Cash                                                              $    36,692       
  Accounts receivable                                                    27,032       
  Prepaid expenses and other current assets                               1,499       
                                                                    -----------       
   Total current assets                                                  65,223       
                                                                    -----------       
Deferred financing costs, net                                            50,075       
Property and equipment, net                                             166,859       
                                                                    -----------       
     Total assets                                                   $   282,157       
                                                                    ===========       

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY                          
                    ----------------------------------------                          
Current liabilities -                                                                 
  Line of credit, bank                                              $   147,704       
  Accounts payable and accrued expenses                                 521,211       
  Notes payable                                                         205,000       
  Bridge notes payable, net of debt                                                   
   discount of $26,470                                                  348,530       
  Convertible bridge notes payable                                      375,000       
  Advance on 12% convertible debentures                                  95,000       
  10% Senior subordinated secured convertible promissory notes           50,000       
  Due to officer-stockholder                                            128,371       
  Accrued interest                                                       92,597       
  Discontinued liabilities                                               15,440       
                                                                    -----------       
   Total current liabilities                                          1,978,853       
                                                                    -----------       
Commitments and Contingencies                                               --        

Stockholders' deficiency -                                                            
  Common stock, par value $.10 per share, 100,000,000                                 
   authorized, 13,922,220 shares issued and outstanding               1,392,222       
  Additional paid-in capital                                          6,349,976       
  Accumulated deficit                                                (9,408,894)      
  Financing fee deposit                                                 (30,000)      
                                                                    -----------       
     Total stockholders' deficiency                                  (1,696,696)      
                                                                    -----------       
      Total liabilities and stockholders' deficiency                $   282,157       
                                                                    ===========       
<FN>                                                                                  
The accompanying notes are an integral part of these consolidated financial statements

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                 WALKER FINANCIAL CORPORATION AND SUBSIDIARIES                         
                      CONSOLIDATED STATEMENTS OF OPERATIONS                            
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004                        

                                                                2005           2004    
                                                            -----------    ----------- 
Net revenues                                                $   327,657    $   240,808 
                                                            -----------    ----------- 
Operating expenses                                                                     
   Compensation                                                 673,772        850,941 
   Professional Fees                                            280,062        189,196 
   Consulting Fees                                              459,401        222,200 
   Depreciation and amortization                                 91,614        106,093 
   Costs related to abandoned offering                          476,821             -- 
   General and Administrative                                   288,489        423,453 
                                                            -----------    ----------- 
Total Operating Expenses                                      2,270,159      1,791,883 
                                                            -----------    ----------- 
   Operating loss                                            (1,942,502)    (1,551,075)
Debt conversion charge                                         (933,793)             - 
Write down of assets                                            (20,806)             - 
Interest expense, net                                          (399,217)      (311,149)
                                                            -----------    ----------- 
   Loss before discontinued operations                       (3,296,318)    (1,862,224)
   Discontinued operations                                           --        (61,995)
                                                            -----------    ----------- 
     Net loss                                               $(3,296,318)   $(1,924,219)
                                                            ===========    =========== 

Per Share Information:                                                                 
   Weighted average number of common shares outstanding      13,545,089      8,006,798 
                                                            ===========    =========== 
   Net loss per common share from continuing operations     $     (0.24)   $     (0.23)
   Net loss per common share from discontinued operations   $        --    $     (0.01)
                                                            -----------    ----------- 
   Basic and diluted net loss per common share              $     (0.24)   $     (0.24)
                                                            ===========    =========== 
<FN>                                                                                   
The accompanying notes are an integral part of these consolidated financial statements 

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                  WALKER FINANCIAL CORPORATION AND SUBSIDIARIES                                                                     
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)                                                              
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004                                                                     
                                                                                                                            Total   
                                                   Common            Additional                                        Stockholders'
                                          ------------------------    Paid-in    Accumulated   Deferred     Financing      Equity   
                                             Shares        Par        Capital      Deficit   Compensation  Fee Deposit  [Deficiency]
                                          -----------  -----------  -----------  -----------  -----------  -----------  ------------
  Balance - January 1, 2004                 7,501,510  $   750,151  $ 3,486,980  $(4,188,357) $         -  $         -  $    48,774 
                                          -----------  -----------  -----------  -----------  -----------  -----------  ------------
Issuance of common stock for services         150,000       15,000       60,000            -            -            -       75,000 

Issuance of warrants in                                                                                                             
    consideration of debt                           -            -       35,000            -            -            -       35,000 
Issuance of warrants in                                                                                                             
    consideration of debt                           -            -       31,250            -            -            -       31,250 

Issuance of common stock for cash           1,000,000      100,000      100,000            -            -            -      200,000 

Issuance of common stock for services          60,000        6,000       25,200            -            -            -       31,200 

Issuance of common stock for services         500,000       50,000      160,000            -     (210,000)           -            - 

Issuance of common stock for services         300,000       30,000       96,000            -     (126,000)           -            - 

Amortization of deferred compensation               -            -            -            -       56,000            -       56,000 
Net Loss                                            -            -            -   (1,924,219)           -            -   (1,924,219)
                                          -----------  -----------  -----------  -----------  -----------  -----------  ------------
  Balance - December 31, 2004               9,511,510  $   951,151  $ 3,994,430  $(6,112,576) $  (280,000) $         -  $(1,446,995)
                                          -----------  -----------  -----------  -----------  -----------  -----------  ------------
Issuance of common stock for                                                                                                        
   settlement of debt                       1,380,568      138,057      842,146            -            -            -      980,203 

Debt conversion charge                      1,556,322      155,632      778,161            -            -            -      933,793 

Issuance of common stock for                                                                                                        
   financing services                         794,702       79,470      397,351            -     (476,821)           -            - 

Issuance of common stock for                                                                                                        
   termination of consulting agreement        150,000       15,000       90,000            -            -            -      105,000 

Granting of 187,500 warrants to agent in                                                                                            
  Connection with bridge notes                      -            -       57,600            -            -            -       57,600 

Granting of 93,750 warrants attached                                                                                                
   with bridge loan debt of $375,000                -            -       28,500            -            -            -       28,500 

Issuance of common stock for cash proceeds    294,118       29,412       70,588            -            -            -      100,000 

Granting of 175,000 warrants in connection                                                                                          
   with the sale of $125,000 of bridge notes        -            -       36,100            -            -            -       36,100 

Granting of 17,500 warrants in connection with                                                                                      
   the extension of $250,000 of bridge notes        -            -        3,600            -            -            -        3,600 

Issuance of common stock for services         150,000       15,000       30,000            -            -            -       45,000 

Issuance of common stock for a deposit         85,000        8,500       21,500            -            -      (30,000)           - 

Amortization of deferred compensation               -            -            -            -      280,000            -      280,000 

Costs related to abandoned offering                 -            -            -            -      476,821            -      476,821 
Net Loss                                            -            -            -   (3,296,318)           -            -   (3,296,318)
                                          -----------  -----------  -----------  -----------  -----------  -----------  ------------
   Balance - December 31, 2005             13,922,220  $ 1,392,222  $ 6,349,976  $(9,408,894) $         -  $   (30,000) $(1,696,696)
                                          ===========  ===========  ===========  ===========  ===========  ===========  ============
<FN>                                                                                                                                
The accompanying notes are an integral part of these consolidated financial statements                                              

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                  WALKER FINANCIAL CORPORATION AND SUBSIDIARIES                       
                      CONSOLIDATED STATEMENTS OF CASH FLOWS                           
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004                       
                                                        2005           2004           
                                                    ------------    -----------       

CASH FLOWS FROM OPERATING ACTIVITIES                                                  
  Net loss from continuing operations               $(3,296,318)    $(1,862,224)      
                                                    -----------     -----------       
  Adjustments to reconcile net loss to net cash                                       
    used in operating activities:                                                     
      Depreciation and amortization                      91,614         106,093       
      Compensatory element of stock issuances           150,000         162,200       
      Amortization of deferred compensation             280,000              --       
      Costs related to abandoned offering               476,821              --       
      Debt conversion charge                            933,793              --       
      Write-down of assets                               20,806              --       
      Amortization of deferred financing cost           250,001          71,824       
      Accretion of debt discount                         51,730          42,917       
  Changes in operating assets and liabilities:                                        
    Accounts receivable                                  (6,520)          7,970       
    Prepaid expenses and other current assets             4,201          15,133       
    Other assets                                          9,949         (12,044)      
    Accounts payable and accrued expenses               300,515         135,708       
    Accrued interest                                     91,350         196,408       
                                                    -----------     -----------       
     Net cash used in operating activities             (642,058)     (1,136,015)      
                                                    -----------     -----------       
CASH FLOWS FROM OPERATING ACTIVITIES OF                                               
  DISCONTINUED OPERATIONS:                                                            
Loss from discontinued operations                            --         (61,995)      
Change in -                                                                           
  Assets from discontinued operations                        --          31,121       
  Liabilities from discontinued operations                   --           5,970       
                                                    -----------     -----------       
Net cash used in operating activities                                                 
  of discontinued operations                                 --         (24,904)      
                                                    -----------     -----------       
CASH FLOWS FROM INVESTING ACTIVITIES                                                  
 Purchase of property and equipment                        (803)        (14,806)      
                                                    -----------     -----------       
CASH FLOWS FROM FINANCING ACTIVITIES:                                                 
 Increase, net proceeds from line of credit, bank         6,829           8,315       
 Advances from officers-stockholders                     98,220          50,000       
 Repayment of advances from officers- stockholders      (27,000)             --       
 Proceeds from sale of bridge notes and                                               
   convertible bridge notes                             326,000         424,000       
 Financing fees paid in connection with borrowings      (98,825)             --       
 Proceeds from issuance of notes payable                100,000              --       
 Advances for 12% convertible debentures                 95,000              --       
 Principal repayment of notes payable                        --         (25,000)      
 Proceeds from sale of common stock                     100,000         200,000       
                                                    -----------     -----------       
     Net cash provided by financing activities          600,224         657,315       
                                                    -----------     -----------       
Net decrease in cash                                    (42,637)       (518,410)      
Cash - beginning of year                                 79,329         597,739       
                                                    -----------     -----------       
Cash - end of year                                  $    36,692     $    79,329       
                                                    ===========     ===========       
<FN>                                                                                  
The accompanying notes are an integral part of these consolidated financial statements

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WALKER FINANCIAL CORPORATION AND SUBSIDIARIES                                         
                      CONSOLIDATED STATEMENTS OF CASH FLOWS                           
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004                       
                                    CONTINUED                                         
                                                        2005           2004           
                                                    ------------    -----------       

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                     
    Cash paid during the period for:                                                  
      Interest                                      $        --     $     2,257       
                                                    ===========     ===========       
      Income taxes                                  $        --     $        --       
                                                    ===========     ===========       
NON-CASH INVESTING AND FINANCING ACTIVITIES:                                          
  Issuance of 1,308,568 shares of common stock                                        
    for the settlement of 10% Senior Subordinated                                     
  Secured Convertible Promissory Notes and                                            
    accrued interest                                $   980,203     $        --       
                                                    ===========     ===========       
  93,750 warrants granted in connection                                               
    with sale of $375,000 bridge notes              $    28,500     $        --       
                                                    ===========     ===========       
  187,500 warrants granted to agent in connection                                     
    with sale of $375,000 bridge notes              $    57,600     $        --       
                                                    ===========     ===========       
  175,000 warrants granted in connection with                                         
    the sale of $125,000  of bridge notes           $    36,100     $        --       
                                                    ===========     ===========       
  17,500 warrants granted in connection with                                          
    the extension of $250,000 of bridge notes       $     3,600     $        --       
                                                    ===========     ===========       
  Issuance of 85,000 shares of common stock                                           
    as a finance fee deposit.                       $    30,000     $        --       
                                                    ===========     ===========       
  105,000 warrants granted in connection with                                         
    the sale of $125,000 of bridge notes            $        --     $    31,250       
                                                    ===========     ===========       
  70,000 warrants granted in connection with                                          
    the sale of $125,000 of bridge notes            $        --     $    35,000       
                                                    ===========     ===========       
<FN>                                                                                  
The accompanying notes are an integral part of these consolidated financial statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

NOTE  1  -  ORGANIZATION  AND  NATURE  OF  BUSINESS                             

Walker Financial Corporation (collectively with its subsidiaries, the "Company")
markets various insurance and trust administration services products through two
of  its  wholly-owned  subsidiaries,  National  Preplanning,  Inc.  ("NPI")  and
American  DataSource  ("ADS").  NPI  is  a managing general insurance agency and
third  party  marketer of insurance products, primarily final expense insurance,
to  corporations,  unions and affinity groups. ADS provides trust administration
services  to  independent  funeral homes, state master trusts and companies that
own  funeral homes or cemetery for pre-need funeral and cemetery trust accounts.

Through  its  wholly  owned  subsidiary,  Kelly Color, Inc. ("Kelly Color"), the
Company  operated  in  the  film  processing  business through February 2004. As
further  discussed  in Note 18, the operations of Kelly Color have been included
in  these  consolidated  financial  statements  as  discontinued  operations.   

NOTE  2  -  GOING  CONCERN  UNCERTAINTY                                         

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity  with accounting principles generally accepted in the United Sates of
America,  which  contemplate  continuation  of  the  Company as a going concern.
However,  for  the year ended December 31, 2005, the Company incurred a net loss
of  $3,296,318 and, for the year ended December 30, 2004, the Company incurred a
net loss of $1,924,219. The Company had a working capital deficiency at December
31,  2005  of  $1,913,630.                                                      

The  Company has begun implementing various marketing plans to increase revenues
for  both  NPI  and ADS. The Company also is attempting to sell the real estate,
building  and  improvements  at  which  Kelly  Color  formerly  conducted  its  
operations,  as well as seeking to make strategic acquisitions. In addition, the
Company  will  attempt  to  raise  additional  capital  to assist in the further
execution  of  its marketing plans and to fund any possible future acquisitions.
The  Company  believes that the cash flows from a combination of any future sale
of  the  Kelly  Color  property, the successful execution of its marketing plans
resulting  in  increased  sales  and any additional capital that the Company may
obtain through sales of its equity and debt securities will be sufficient to pay
that  portion  of its debt that is due within the next twelve months, as well as
to  fund the Company's operations. The Company's ability to raise capital may be
affected  by  several  factors  including  but  not  limited  to  default of its
outstanding  debt  and  a  lack  of  liquidity  of  the  Company's common stock.

As  discussed  further  in  Note  9 to the financial statements, the Company has
entered  into  an agreement with Dutchess Private Equities Fund. ("Dutchess" and
"Dutchess  Transaction")  that  provides  for  the  sale  to  Dutchess  of up to
$10,000,000  of  the  common  stock  of  the  Company.  The agreement limits the
percentage  of  stock Dutchess will hold at any particular times to 4.99% of the
Company's  outstanding  shares. Consequently, if Dutchess cannot sell the shares
of  the Company due to the lack of liquidity in the common stock of the Company,
the  Company's ability to be able to obtain money from Dutchess for acquisitions
or  to  pay  down  the  Company's  current  debt  may  be  hindered  or limited.
Additionally,  the  Company's  ability  to raise capital outside of the Dutchess
transaction  may  be  affected by minimal revenues, the losses that we incur and
our  stockholders  deficiency.                                                  

There  can  be  no  assurance  that the Company will be successful in any of its
plans  as  discussed  in  this  Note  2.  To  the  extent  that  the  Company is
unsuccessful in its plans to increase its cash position, the Company may find it
necessary  to  further  curtail its operations and possible future acquisitions.
These matters raise substantial doubt about the Company's ability to continue as
a  going  concern.  However,  the  accompanying  financial  statements have been
prepared  on a going concern basis, which contemplates the realization of assets
and  the  satisfaction  of the liabilities in the normal course of business. The
financial  statements do not include any adjustments relating to the recovery of
assets  or  the classification of liabilities that might be necessary should the
Company  be  unable  to  continue  as  a  going  concern.                       

NOTE  3  -  SIGNIFICANT  ACCOUNTING  POLICIES                                   

PRINCIPLES  OF  CONSOLIDATION                                                   

The  consolidated  financial  statements  include the accounts of Walker and its
wholly-owned  subsidiaries  NPI, Kelly Color and ADS collectively referred to as
the "Company". All significant inter-company transactions and balances have been
eliminated  in  consolidation.                                                  

REVENUE  RECOGNITION                                                            

Revenue  is recognized at the time the administrative services are performed and
provided,  or made available to its customers. Services are billed monthly based
upon  predetermined  percentage  of  the total assets included in the respective
pre-need  funeral  master  trust  fund.                                         

 F-8

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 CONTINUED

ALLOWANCE  FOR  DOUBTFUL  ACCOUNTS                                              

The  Company  recognizes  an  allowance for doubtful accounts to ensure accounts
receivable  are  not  overstated  due to uncollectibility. Bad debt reserves are
maintained for all customers based on a variety of factors, including the length
of time the receivables are past due, significant one-time events and historical
experience.  An  additional reserve for individual accounts is recorded when the
Company  becomes  aware  of  a  customer's  inability  to  meet  its  financial 
obligation,  such  as  in the case of bankruptcy filings or deterioration in the
customer's  operating results or financial position. If circumstances related to
customers  change,  estimates  of  the  recoverability  of  receivables would be
further  adjusted  As  of  December 31, 2005, the Company has not established an
allowance  for  doubtful  accounts.                                             

CASH  AND  CASH  EQUIVALENTS                                                    

For  purposes  of  the  statement  of  cash  flows,  the  Company  considers all
short-term  investments  with an original maturity of three months or less to be
cash  equivalents. As of December 31, 2005, the Company had no cash equivalents.

At times during the year cash balances may exceed the maximum amounts insured by
the  FDIC.  As of December 31, 2005, the Company did not have a credit exposure.

PROPERTY  AND  EQUIPMENT                                                        

Property  and  equipment  is  stated  at cost and is being depreciated using the
straight-line  method over the estimated useful lives of the assets. Maintenance
and  repairs  are  charged  to expense as incurred; costs of major additions and
betterments  are  capitalized.  When property and equipment is sold or otherwise
disposed  of,  the cost and related accumulated depreciation are eliminated from
the  accounts  and  any  resulting  gain  or  loss  is  reflected in operations.

SOFTWARE  DEVELOPMENT  COSTS                                                    

The  Company  capitalizes software development costs from the point in time when
technological  feasibility  has  been  established  until  the computer software
product is available for use. The annual amortization of the capitalized amounts
will  be  the  greater  of  the  ratio of the current revenue to total projected
revenue  for a product, or the straight-line method, and is applied over periods
ranging  up  to five years. The Company performs periodic reviews to ensure that
unamortized  costs remain recoverable through the generation of future revenues.

STOCK  OPTIONS  AND  SIMILAR  EQUITY  INSTRUMENTS                               

At  December  31,  2005,  the  Company  had  a  Equity  Incentive Plan, which is
described  more  fully  in  Note  14.  As permitted under Statement of Financial
Accounting Standard ("SFAS") No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure" ("SFAS 148"), which amended SFAS No. 123, "Accounting
for  Stock-Based Compensation" ("SFAS 123"), the Company has elected to continue
to  follow the intrinsic value method in accounting for its stock-based employee
compensation  arrangements  as  defined  by  Accounting Principles Board Opinion
("APB")  No.  25,  "Accounting  for  Stock  Issued  to  Employees,"  and related
interpretations  including  "Financial Accounting Standards Board Interpretation
No.  44,  Accounting  for Certain Transactions Involving Stock Compensation," an
interpretation  of  APB  No.  25.                                               

The  Company  did  not  incur  stock-based employee compensation for issuance of
options  during the years ended December 31, 2005 and 2004, as such the proforma
net loss is identical to the net loss as reported in the consolidated statements
of  operations.                                                                 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 CONTINUED

LOSS  PER  SHARE                                                                

SFAS  No.  128,  "Earnings  per  Share."  requires the presentation of basic and
diluted  earnings  per  share  ("EPS").  Basic  EPS is computed by dividing loss
available to common stockholders by the weighted-average number of common shares
outstanding  for  the  period.  Diluted EPS includes the potential dilution that
could  occur  if options or other contracts to issue common stock were exercised
or  converted.  The  Company's  outstanding  options,  warrants  and convertible
securities,  as set forth below, are not reflected in diluted earnings per share
because  their  effects  would  be anti-dilutive. Accordingly, basic and diluted
earnings  per  share  are  identical.                                           

                                          December 31,
                                        --------------------------------------
                                          2005                  2004
                                        ------------------  ------------------
Options                                                  --              52,170 
Warrants                                          1,643,656           1,169,906 
Convertible debt                                    568,169           2,936,890 
                                        ------------------  ------------------
                                                 2,211,825           4,158,966
                                        ==================  ==================

CONCENTRATION  OF  CREDIT  RISK                                                 

The  Company  extends  credit  to customers which results in accounts receivable
arising  from  its  normal  business  activities.  The  Company does not require
collateral  or other security to support financial instruments subject to credit
risk. The Company routinely assesses the financial strength of its customers and
based  upon  factors  surrounding the credit risk of the customers believes that
its  accounts  receivable  credit  risk  exposure  is  limited.                 

ADVERTISING  COSTS                                                              

Advertising  costs  are  expensed as incurred. Advertising costs were $2,175 and
$3,549  for  the  years  ended  December  31,  2005  and  2004,  respectively.  

USE  OF  ESTIMATES                                                              

The preparation of 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  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  financial  statements  and  the  reported  amounts of revenues and expenses
during  the  reporting period. Actual results could differ from these estimates.

  F-10

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 CONTINUED

INCOME  TAXES                                                                   

The Company accounts for income taxes using the liability method, which requires
the  determination  of  deferred  tax  assets  and  liabilities  based  on  the 
differences  between the financial and tax bases of assets and liabilities using
enacted  tax  rates  in effect for the year in which differences are expected to
reverse. Deferred tax assets are adjusted by a valuation allowance, if, based on
the  weight  of available evidence, it is more likely than not that some portion
or  all  of  the  deferred  tax  assets  will  not  be  realized.               

At  December  31,  2005,  the  Company  has  net operating loss carryforwards of
approximately  $8,800,000  which expire through 2025. Pursuant to Section 382 of
the  Internal  Revenue  Code  regarding  substantial  changes  in  ownership,   
utilization  of these losses may be limited. Based on this and the fact that the
Company  has  generated operating losses through December 31, 2005, the deferred
tax  asset  of approximately $3,400,000 has been offset by a valuation allowance
of  a  like  amount,  which  increased  by  $1,200,000  in  2005.               

The  effective  tax  rate  differs  from  the  statutory  rate of 34% due to the
increase  of  the  valuation  allowance for each of the years ended December 31,
2005  and  2004.                                                                

NEW  ACCOUNTING  PRONOUNCEMENTS                                                 

-  In  December  2004,  the Financial Accounting Standards Board ("FASB") issued
SFAS  No.  123 (revised 2004), "Share-Based Payment" ("SFAS 123R"). SFAS 123R is
intended  to provide investors and other users of financial statements with more
complete  financial information by requiring that the compensation cost relating
to  share-based payment transactions be recognized in financial statements. That
cost  will  be  measured  based  on  the  fair  value of the equity or liability
instruments  issued.  SFAS 123R covers a wide range of shared-based compensation
arrangements  including share options, restricted share plans, performance-based
awards,  share appreciation rights, and employee share purchase plans. SFAS 123R
replaces  FASB Statement No. 123, "Accounting for Stock-Based Compensation," and
supersedes  APB Opinion No. 25, "Accounting for Stock Issued to Employees." FSAS
No.  123,  as  originally  issued  in  1995,  established  as  preferable a fair
value-based  method  of  accounting  for  share-based  payment transactions with
employees.  However,  the  original  SFAS  123  permitted entities the option of
continuing  to  apply the guidance in APB Opinion 25 as long as the footnotes to
financial  statements  disclosed  what  net  income  would  have  been  had  the
preferable  fair  value-based  method  been used. Public entities that are small
business  issuers  will  be  required  to apply SFAS 123R as of the first annual
reporting  period  that  begins after December 15, 2005. Management believes the
adoption  of  this  pronouncement  will  have a material impact on the Company's
financial  statements,  whereby  the  Company  upon adoption expects to record a
charge  for  the  granting  of  future  employee  stock  options.               

-  In  June 2005, the FASB published SFAS No. 154, "Accounting Changes and Error
Corrections"  ("SFAS 154"). SFAS 154 establishes new standards on accounting for
changes  in  accounting  principles. Pursuant to the new rules, all such changes
must  be  accounted for by retrospective application to the financial statements
of  prior  periods  unless  it  is  impracticable  to do so. SFAS 154 completely
replaces  APB No. 20 and SFAS 3, though it carries forward the guidance in those
pronouncements  with  respect to accounting for changes in estimates, changes in
the reporting entity, and the correction of errors. The requirements in SFAS 154
are  effective  for  accounting  changes  made  in  fiscal years beginning after
December  15,  2005. The Company will apply these requirements to any accounting
changes  after the implementation date. The application of this pronouncement is
not expected to have an impact on the Company's consolidated financial position,
results  of  operations,  or  cash  flows.                                      

- The Emerging Issues Task Force ("EITF") reached a tentative conclusion on EITF
No.  05-1,  "Accounting  for  the  Conversion  of  an  Instrument  That  Becomes
Convertible  upon the Issuer's Exercise of a Call Option" ("EITF No. 05-1") that
no  gain  or loss should be recognized upon the conversion of an instrument that
becomes  convertible  as  a  result  of  an  issuer's  exercise of a call option
pursuant  to  the  original  terms of the instrument. The consensus for EITF No.
05-1  has  not been finalized. The Company is evaluating the financial impact of
this  pronouncement.                                                            

-  In  June  2005,  the  FASB  ratified  EITF  Issue  No.  05-2, "The Meaning of
`Conventional  Convertible  Debt  Instrument' in EITF No. 00-19, "Accounting for
Derivative  Financial  Instruments  Indexed  to,  and  Potentially Settled in, a
Company's  Own Stock" ("EITF No. 05-2"), which addresses when a convertible debt
instrument  should  be considered "conventional" for the purpose of applying the
guidance in EITF No. 00-19. EITF No. 05-2 also retained the exemption under EITF
No.  00-19  for  conventional  convertible  debt  instruments and indicated that
convertible  preferred  stock having a mandatory redemption date may qualify for
the exemption provided under EITF No. 00-19 for conventional convertible debt if
the  instrument's economic characteristics are more similar to debt than equity.
EITF  No.  05-2  is  effective  for new instruments entered into and instruments
modified in periods beginning after June 29, 2005. The Company is evaluating the
financial  impact  of  this  pronouncement.                                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 CONTINUED

-  EITF  Issue  No.  05-4  "The  Effect  of  a  Liquidated  Damages  Clause on a
Freestanding  Financial  Instrument Subject to EITF Issue No. 00-19, `Accounting
for  Derivative  Financial Instruments Indexed to, and Potentially Settled in, a
Company's  Own Stock" ("EITF No. 05-4") addresses financial instruments, such as
stock  purchase  warrants,  which are accounted for under EITF 00-19 that may be
issued  at the same time and in contemplation of a registration rights agreement
that  includes  a liquidated damages clause. The consensus for EITF No. 05-4 has
not  been  finalized.  In connection with the Dutchess Transaction [See Note 9],
the  adoption  of  this  pronouncement  will  have  an  impact  on the Company's
consolidated  financial  statements as the Company will be required to calculate
the  fair value of the financial instruments, and account for the instruments as
liabilities  marked  to  market  through  earnings  at the end of each reporting
period.                                                                         

-  In  June 2005, the EITF reached consensus on Issue No. 05-6, "Determining the
Amortization  Period for Leasehold Improvements" (EITF 05-6). EITF 05-6 provides
guidance  on  determining  the  amortization  period  for leasehold improvements
acquired  in  a  business combination or acquired subsequent to lease inception.
The  guidance  in  EITF  05-6 will be applied prospectively and is effective for
periods  beginning  after  June  29,  2005.  EITF 05-6 is not expected to have a
material  impact  on the Company's consolidated financial position or results of
operations.                                                                     

-  In  September  2005,  the  FASB ratified EITF Issue No. 05-7, "Accounting for
Modifications  to  Conversion  Options  Embedded in Debt Instruments and Related
Issues"  ("EITF  No.  05-7"),  which  addresses  whether  a  modification  to  a
conversion  option  that  changes  its  fair  value  affects  the recognition of
interest  expense  for the associated debt instrument after the modification and
whether  a borrower should recognize a beneficial conversion feature, not a debt
extinguishment, if a debt modification increases the intrinsic value of the debt
(for  example,  the modification reduces the conversion price of the debt). EITF
No. 05-7 is effective for the first interim or annual reporting period beginning
after  December  15, 2005. The Company is currently in the process of evaluating
the  effect  that  the adoption of this pronouncement will have on its financial
statements.                                                                     

-  On  September  28, 2005, the FASB ratified the following consensus reached in
EITF  Issue  05-8  ("Income  Tax Consequences of Issuing Convertible Debt with a
Beneficial  Conversion  Feature"):  a)  The  issuance of convertible debt with a
beneficial  conversion  feature results in a basis difference in applying FASB's
SFAS  No.  109,  Accounting  for  Income  Taxes.  Recognition  of such a feature
effectively  creates a debt instrument and a separate equity instrument for book
purposes,  whereas the convertible debt is treated entirely as a debt instrument
for  income  tax  purposes. b) The resulting basis difference should be deemed a
temporary  difference  because  it  will  result  in  a  taxable amount when the
recorded  amount  of  the  liability  is recovered or settled. c) Recognition of
deferred  taxes for the temporary difference should be reported as an adjustment
to  additional paid-in capital. This consensus is effective in the first interim
or  annual  reporting  period  commencing  after  December  15, 2005, with early
application  permitted. The effect of applying the consensus should be accounted
for  retroactively  to  all  debt instruments containing a beneficial conversion
feature that are subject to EITF Issue 00-27 , "Application of Issue No. 98-5 to
Certain  Convertible  Debt  Instruments"  (and  thus  is  applicable  to  debt  
instruments  converted  or  extinguished  in  prior  periods but which are still
presented  in  the  financial statements). The adoption of this pronouncement is
not  expected  to  have a material impact on the Company's financial statements.

RECLASSIFICATIONS                                                               

Certain accounts in the prior year's financial statements have been reclassified
for  comparative purposes to conform with the presentation in the current year's
financial  statements.  These  reclassifications  have  no  effect on previously
reported  income.                                                               

F-12

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 CONTINUED

NOTE  4  -  PROPERTY  AND  EQUIPMENT                                            

Property  and  equipment  consists  of  the  following  as of December 31, 2005:

                                                                   Estimated
                                                  2005             Useful Life
                                            ------------------    --------------
Equipment                                   $           66,651     3-5 years    
Developed software                                     432,938       5 years    
                          ------------------
                                     499,589
Less: accumulated depreciation                        (332,730)                 
                          ------------------
Property and equipment, net                 $          166,859                  
                          ==================

Depreciation  and amortization expense for the years ended December 31, 2005 and
2004  was  $91,614  and  $106,093,  respectively.                               

Accumulated  amortization  for  developed  software  as of December 31, 2005 was
$281,409.  Amortization  expense  for  developed  software for each of the years
ended  December  31,  2005  and  2004  was  $86,587.                            

Expected  amortization  is  as  follows:                                        

Year                     Amount                                                 
-----                  ---------                                                
2006                   $  86,587                                                
2007                      64,942                                                
---------                         
Total                  $ 151,529                                                
=========                         

NOTE  5  -  LINE  OF  CREDIT,  BANK                                             

In  July 2002, the Company entered into a credit facility with a bank consisting
of  a  $150,000  secured  line  of  credit (the "Line of Credit"), with interest
payable monthly at the bank's prime rate plus 1.25%, originally expiring on July
3,  2004.  The  Line of Credit was modified in June 2004. The Line of Credit was
again  modified  in  June  2005  and,  as modified, requires monthly payments of
$1,510  and  a final payment of the outstanding balance and all accrued interest
due on July 3, 2006. There was approximately $147,700 outstanding under the Line
of  Credit  as  of  December 31, 2005. The Line of Credit is collateralized by a
building  located  in  North  Carolina,  which as of December 31, 2005, has been
fully  depreciated.                                                             

NOTE  6  -  NOTES  PAYABLE                                                      

On  March 15, 2000, the Company issued a 6% promissory note for $150,000. Due to
insufficient  operating  capital,  the  Company  has  not been able to meet this
commitment  and  currently  is  not  in  compliance with the terms of this note.
During  the  year ended December 31, 2005, the Company did not make any payments
under  this  note. As of December 31, 2005, the principal balance due under this
note  was  $105,000.                                                            

On  July  11,  2005, the Company sold and issued a note payable in the aggregate
principal  amount  of  $100,000.  The maturity date of the note was November 30,
2005  and  has  a  stated  interest  rate  of 10% per annum. Due to insufficient
operating  capital,  the  Company  has not been able to meet this commitment and
currently  is  not  in  compliance  with  the  terms  of  this  note.           

F-13

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 WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 CONTINUED
NOTE  7  -  BRIDGE  NOTES                                                       

On  May  22,  2004, the Company sold and issued, for gross proceeds of $125,000,
(a)  a 6% promissory note in the principal amount of $125,000, due on August 22,
2004 and (b) warrants to purchase 70,000 shares of the Company's common stock at
an exercise price of $0.71 per share. The fair value of the warrants were valued
at  $35,000  using  the  Black-Scholes  option  pricing  model and recorded as a
deferred  debt  discount  which  has  been  fully  accreted to interest expense.

On  August 4, 2004, the Company sold and issued, for gross proceeds of $125,000,
(a)  a 6% promissory note in the principal amount of $125,000 and due January 2,
2005  and  (b) warrants to purchase 105,000 shares of the Company's common stock
at  an  exercise  price  of  $.45  per  share. The fair value of the warrants is
$31,250  using  the  Black-Scholes  option  pricing  model and was recorded as a
deferred  debt  discount  which  has  been  fully  accreted to interest expense.

On  September  20,  2005  the  Company  entered into an agreement which modified
certain  terms  of  the  6%  promissory  notes  outstanding.  Pursuant  to  this
agreement,  the  maturity  dates  of the Promissory Notes dated May 22, 2004 and
August  4,  2004  were extended to a maturity date of May 15, 2006. Additionally
the  exercise  price of 175,000 warrants that were previously issued was reduced
from  $ .45 to $ .30. Using the Black-Scholes option pricing model an additional
charge  was  not  required for the modification of the 175,000 previously issued
warrants  because  the  change  in the fair value of the modification was deemed
immaterial.  The  bridge  notes  have  a  stated  repayment  plan  as  follows: 

--------------------------------------------                                    
Maturity  Date                      Payment                                 
--------------------------------------------                                    
January  15,  2006                 $  30,000                                    
February  15,  2006                   40,000                                    
March  15,  2006                      50,000                                    
April  15,  2006                      60,000                                    
May  15,  2006                        70,000                                    
--------
$250,000
========

On September 20, 2005, the Company sold a note payable for proceeds of $125,000;
the  bridge notes have a stated interest rate of 10% per annum. In addition, the
Company  granted to the note holder 175,000 warrants to purchase common stock at
an exercise price of $0.30 per share The estimated fair value of the warrants is
$36,100  using  the  Black-Scholes  option  pricing  model and was recorded as a
deferred  debt  discount which will accrete to interest expense over the life of
the debt, which is nine months. The bridge notes have a stated repayment plan as
follows:                                                                        

--------------------------------------------                                    
Maturity  Date                      Payment                                 
--------------------------------------------                                    
January  15,  2006                   $15,000                                    
February  15,  2006                   20,000                                    
March  15,  2006                      25,000                                    
April  15,  2006                      30,000                                    
May  15,  2006                        35,000                                    
--------
$125,000
========

On  September  20,  2005,  the  Company  also  granted to the note holder 17,500
warrants  to  purchase  common  stock at an exercise price of $0.30 per share as
consideration  for the receipt of the above mentioned $125,000 bridge note dated
September  20,  2005,  and  the extension of the due date of the above mentioned
$250,000  of  bridge  notes dated May 22, 2004 and August 4, 2004. The estimated
fair  value  of  the warrants using the Black-Scholes option pricing model had a
value  of  $3,600  which  will be accreted to interest expense over nine months.

Subsequent to the year ended December 31, 2005, the Company is not in compliance
with  the  repayment  terms  of  the  Bridge  Notes                             

F-14

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 CONTINUED

NOTE  8  -  CONVERTIBLE  BRIDGE  NOTES                                          

In  December  2004  and  February  2005,  the  Company  issued  10%  convertible
promissory notes in the aggregate principal amount of $375,000 (the "Notes") and
granted  93,750  warrants to purchase common stock at an exercise price of $0.71
per  share.  The  estimated  fair  value  of  the  warrants is $25,800 using the
Black-Scholes  option pricing model and was recorded as a deferred debt discount
which  has  been  fully accreted to interest expense. The convertible promissory
notes  mature in January 2006 due to insufficient operating capital, the Company
has  not  been  able  to meet this commitment and currently is not in compliance
with  the  terms  of  this  note.                                               

In connection with the sale of and issuance of the $375,000 of notes due January
2006,  the  Company incurred fees of $48,750 and granted 187,500 warrants to the
private  placement  agent for services provided. The estimated fair value of the
warrants  is  $57,600  using the Black-Scholes option pricing model. The cost of
$106,350  has  been  capitalized as a deferred financing fees and has been fully
amortized  to  interest  expense. The notes are convertible into common stock of
the  Company  at  $0.71  per  share.                                            

NOTE  9-  DUTCHESS  TRANSACTION                                                 

On  December  23,  2005, the Company entered into two definitive agreements with
Dutchess  Private  Equities  Fund,  L.P.  ["Dutchess"].  The  agreements  were  
subsequently  amended  on February 20, 2006. Both agreements require the Company
to  file  a  registration  statement  to  register  the  shares  of common stock
underlying  such  agreements.                                                   

CONVERTIBLE  DEBENTURES:                                                        
On  December  23,  2005, the Company entered into an agreement providing for the
sale  of  $220,000  in principal amount of five-year convertible debentures. The
convertible  debentures  bear  interest  at 12% per annum and mature in December
2010.                                                                           

The  convertible  debentures are convertible into shares of the Company's common
stock,  at  any time at the lesser of the lowest closing bid price of the common
stock  between  December  12,  2005  and  the date of filing of the registration
statement,  or  $0.15.  The Company filed the required registration statement on
January  11,  2006  and  therefore  the  conversion  price  of  the  convertible
debentures  is  $0.13.                                                          

The  first  $95,000  was  funded  immediately  with an additional $125,000 to be
funded subsequently upon filing of the registration statement; the Company filed
the registration statement on January 11, 2006. The $95,000 has been included in
the  consolidated  balance  sheet as an advance from 12% convertible debentures.
The  Company's obligation to repay the amounts outstanding under the convertible
debentures  is  secured by substantially all of the Company's assets, and common
stock  owned  by  the  president  of  the  Company.                             

Under  accounting  guidance  provided  by  EITF 00-19 "Accounting for Derivative
Financial  Instruments  Indexed  to, and Potentially Settled in, a Company's Own
Stock"  and  EITF  05-4,  view A "The effect of a Liquidated Damages Clause on a
Freestanding  Financial  Instrument".  Due to certain factors and the liquidated
damage  provision  in  the registration rights agreement, the Company determined
that the embedded conversion option and the warrants are derivative liabilities.
Accordingly  the  warrants  and the embedded conversion option will be marked to
market  through  earnings  at the end of each reporting period. The warrants and
the embedded conversion features of the convertible debentures are accounted for
as  liabilities.                                                                

As  of  the  closing  date  of  January 11, 2006, the Company recorded the gross
proceeds  of  $220,000  net  of debt discount of $219,200. The debt discount was
calculated  using  the  Black  Scholes  option  valuation model of approximately
$175,600  for  the  embedded conversion option and approximately $43,600 for the
423,077  warrants  granted.                                                     

INVESTMENT  AGREEMENT:                                                          
December  23,  2005,  the Company entered into an investment agreement providing
for  the  sale  and issuance from time to time of up to $10,000,000 in shares of
Common  Stock  for  a  period  of up to 36 months from the date the registration
statement  is  declared effective. The maximum number of shares that the Company
may  put  to  Dutchess  at  any  one  time  shall  be equal to, at the Company's
election,  either:                                                              

(a)  200% of the average daily volume in the U.S. market of the Common Stock for
the  ten  trading days prior to the date the Company notifies its intent to sell
shares,  multiplied  by  the  average  of  the  three  daily  closing bid prices
immediately  preceding  the  date  a  put  notice  is  delivered,  or           

(b)  a number of shares having a value of $200,000. The Company may not submit a
new  put  notice  until  after  the  completion  of  a  previous  sale under the
investment  agreement.  The purchase price for the common stock to be sold shall
be  equal to 93% of the lowest closing best bid price of the common stock during
the  five-day  period  following  the  date  the  Company delivers a put notice.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 CONTINUED

Under  the Investment Agreement, the Company is obligated to file a registration
statement by January 13, 2006 for the registration of the shares of common stock
issuable upon conversion of the convertible debentures, exercise of the warrants
and upon a sale under the Investment Agreement. The Company is further obligated
to  use  its best efforts to cause the SEC to declare the registration statement
effective  within  90  days after the filing date of the registration statement.
The  Company  filed  the  registration  agreement  on  January  11,  2006.      

-  If  the  Company  does  not  file  the Registration Statement with the SEC by
January  13,  2006, it is obligated to pay liquidated damages to the Investor in
an  amount equal to 2% of the principal amount of the debenture outstanding, pro
rata,  for  every  15 days which such registration statement has not been filed.

-  In  addition,  if the registration statement is not filed by the filing date,
the  conversion  price  of the Convertible Debenture will decrease by 10% of and
continue  to  decrease  by  10% for each 15 day calendar period the registration
statement  goes  without  filing.                                               

-  If the registration statement is not declared effective within 90 days of the
filing  date,  the  Company  is obligated to pay liquidated damages in an amount
equal  to 2% of the principal amount of the debenture outstanding, pro rata, for
every  30 days which such registration statement has not been declared effective
by  the  SEC.                                                                   

Subsequent to the year ended December 31, 2005, the Company amended the Dutchess
Transaction  as  follows:                                                       

AMENDED  CONVERTIBLE  DEBENTURE:                                                
On  February  20,  2006,  the  Company  modified the December 23, 2005 Debenture
Agreement  that  provided  for  the  sale  of  $220,000 of five-year convertible
debentures  to  Dutchess.                                                       

The  amendment  changes  the  following  terms:                                 

Convertible at any time at the lesser of (i) the lowest closing bid price of the
Common  Stock  between  December  12,  2005  and  the  date  of  filing  of  the
Registration  Statement,  or (ii) $0.10. Additionally, the amendment removes the
ability of Dutchess to switch the conversion price of the Debenture from a fixed
price  to  one  that  is based on the market price of the Company's stock in the
event  of  default  and  removes  the  right to use proceeds from the Investment
Agreement  to  redeem  the  Convertible  Debenture.                             

Under  accounting  guidance  enumerated  in  EITF  Issue  No.  96-19  "Debtor's 
Accounting  for  a  Modification  or  Exchange  of Debt Instruments." EITF 96-19
provides that a substantial modification of terms in an existing debt instrument
should  be  accounted  for  like,  and  reported  in  the  same  manner  as,  an
extinguishment of debt. Further, EITF 96-19 indicates that the modification of a
debt  instrument  by a debtor and a creditor in a non-troubled debt situation is
deemed  to  have  been accomplished with debt instruments that are substantially
different if the present value of the cash flows under the terms of the new debt
instrument  is  at  least  10  percent  different  from the present value of the
remaining  cash  flows under the terms of the original instrument at the date of
the  modification.                                                              

Upon  the  effective  debt  modification  date of February 20, 2006, the Company
recorded  a  debt  extinguishment  gain  of  approximately  $4,000 which will be
recorded for the 1st quarter ended March 31, 2006 and a charge for approximately
$36,000,  which  represents  the  change  in  the fair value of the warrants and
embedded  conversion  option.                                                   

AMENDED  INVESTMENT  AGREEMENT  :                                               
Also  on  February  20,  2006, the Company amended its Investment Agreement with
Dutchess providing for the sale and issuance to Dutchess from time to time of up
to  $10,000,000  in  shares of common stock for a period of up to 36 months from
the  date  the  registration  statement  is  declared  effective.               

The  amendment  removes  Dutchess's obligation under the investment agreement to
take  the  shares  under  the agreement on the condition that the shares be free
trading  under  the  cover  provisions  of  the  Investment  Agreement.         

F-16

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 CONTINUED

The  Company  is obligated to file a registration statement within 10 days after
filing the Company's annual report under Form 10-KSB for the year ended December
31,  2005, but in no event later than March 31, 2006 for the registration of the
shares  of  common stock issuable upon conversion of the convertible debentures,
exercise  of  the  warrants  and  upon  a  sale  under the investment agreement.

-  The  Company is further obligated to use its best efforts to cause the SEC to
declare  the  registration  statement  effective within 90 days after the filing
date  of  the  registration  statement.  If  the  Company  does  not  file  the 
registration  statement  with the SEC by the Filing Date, it is obligated to pay
liquidated  damages  to  the  Investor in an amount equal to 2% of the principal
amount  of  the  debenture  outstanding,  pro  rata,  for every month which such
registration  statement  has  not  been  filed.                                 

-  In  addition,  if the Registration Statement is not filed by the filing date,
the  conversion  price  of the convertible debenture will decrease by 10% of and
continue  to  decrease  by  10% for each 21 day calendar period the registration
statement  goes  without  filing.                                               

-  If the Registration Statement is not declared effective within 90 days of the
filing  date,  the  Company  is obligated to pay liquidated damages in an amount
equal  to 2% of the principal amount of the debenture outstanding, pro rata, for
every  30 days which such registration statement has not been declared effective
by  the  SEC.                                                                   

CONVERTIBLE  DEBENTURE:                                                         
On  February 20, 2006, the Company entered into a second agreement providing for
the  sale  of  and  issuance  of  $221,000  in principal amount of its five-year
convertible  debenture  to Dutchess. The convertible debentures bear interest at
10%  per annum. The debenture is convertible into shares of the Company's Common
Stock,  at  any  time  at  the  lesser  of                                      

(i)  the  lowest closing bid price of the common stock between February 20, 2006
and  the  date  of filing of a registration statement covering the resale of the
shares  underlying  this  convertible  debenture,  or                           

(ii)  $0.10                                                                     

The  Company's obligation to repay the amounts outstanding under the Convertible
Debentures  is  secured by substantially all of the Company's assets, and common
stock  owned  by  the  president  of  the  Company.                             

In connection with the Convertible Debentures, the Company also granted warrants
to  purchase 412,500 shares of common stock. The warrants may be exercised for a
period  of  five  years  at  an  exercise  price  of  $0.10.                    

Under  accounting  guidance  provided  by  EITF 00-19 "Accounting for Derivative
Financial  Instruments  Indexed  to, and Potentially Settled in, a Company's Own
Stock"  and  EITF  05-4,  view A "The effect of a Liquidated Damages Clause on a
Freestanding  Financial  Instrument".  Due to certain factors and the liquidated
damage  provision  in  the registration rights agreement, the Company determined
that the embedded conversion option and the warrants are derivative liabilities.
Accordingly  the  warrants  and the embedded conversion option will be marked to
market  through  earnings  at the end of each reporting period. The warrants and
the embedded conversion features of the convertible debentures are accounted for
as  liabilities.                                                                

As  of  the  closing  date  of February 20, 2006, the Company recorded the gross
proceeds  of  $221,000  net  of debt discount of $221,000. The debt discount was
calculated  using  the  Black  Scholes  option  valuation model of approximately
$190,800  for  the  embedded  conversion  option,  approximately $35,600 for the
412,500  warrants  granted  for  and a charge to the statement of operations for
$5,400  for  the  fair value of the remaining fair value not attributable to the
debt  discount.                                                                 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 CONTINUED

NOTE  10  -  ISSUANCE  OF  WARRANTS                                             

The  following  is  a  summary  of  warrants  outstanding  at December 31, 2005:

                                                        [Enlarge/Download Table]

                                                                                         
                                                    Weighted       Weighted              
                                                     Average        Average              
                                                    Exercise       Remaining             
                                     Warrants         Price           Life               
                                    ---------       ----------      -------              
Balance, January 1, 2004              994,906        $    0.45        1.37               

Issued                                175,000        $    0.49        1.59               
                                    ---------        ---------      -------              
Balance, December 31, 2004          1,169,906        $    0.46        0.64               

Issued                                473,750        $    0.48        3.78               
                                    ---------        ---------      -------              
Balance, December 31, 2005          1,643,656        $    0.47        0.82               
                                    =========        =========      =======              
<FN>                                                                                     
As of December 31, 2005 and 2004, 1,643,656 and 1,169,906 were exercisable, respectively.

NOTE  11  -  RELATED  PARTY  TRANSACTIONS                                       

ADVANCES  FROM  OFFICERS  AND  STOCKHOLDERS                                     

During  the  year  ended  December  31,  2005, certain officers and stockholders
advanced  the  Company  $98,220  for  working capital purposes. The advances are
non-interest  bearing  and  have  no definitive repayment terms. During the year
ended  December  31,  2005,  the  Company  repaid $27,000 of the advances. As of
December  31,  2005,  the  total  amount  due  to  the officers-stockholders was
$128,371.                                                                       

NOTE  12  -  10%  SENIOR  SUBORDINATED  SECURED  CONVERTIBLE  PROMISSORY  NOTES 

In  December  2003,  the Company sold and issued 10% Senior Subordinated Secured
Convertible  Promissory  Notes  (each,  a "10% Note") in the aggregate principal
amount  of $845,000. The 10% Notes were initially convertible into shares of the
Company's  common stock at conversion prices of $0.71 per share through December
5,  2005  and  $1.25  thereafter.                                               

The  subscription  agreements  pursuant  to which the Company sold the 10% Notes
required,  among  other  matters, that the Company register for resale under the
Securities  Act  the  shares issuable upon conversion of the 10% Notes by May 5,
2004.  The  Company  was  obligated, as a result of the failure to register such
conversion  shares  by  May  5,  2004,  to pay to the holders of the 10% Notes a
monthly  fee  equal  to  1.5%  of the principal amount of the 10% Notes for each
month,  or  portion thereof, that the Company failed to cause such registration.
The  Company  failed to cause such registration by May 5, 2004 and failed to pay
the  holders  any  monthly  fee  due  such holders as a result of the failure to
register  the  conversion  shares.                                              

On  January  5,  2005, the Company issued a total of 2,936,890 shares of Company
common  stock  to  the holders of 10% Notes in the aggregate principal amount of
$795,000 and accrued interest of $185,203 for settlement of such 10% Notes. As a
result  of  the  debt  settlement  the Company wrote off $125,695 of unamortized
deferred  financing  costs.  The  charge was included as interest expense in the
statement  of  operations.  The  Company  has  a  remaining principal balance of
$50,000  due  to the holders. Upon the effectiveness of the debt settlement, the
Company  recorded  a  conversion charge of $933,793, which is the estimated fair
value  of  the additional shares of Company common stock issued in excess of the
amount  of  shares  that were issuable at the original conversion prices for the
debt.                                                                           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 CONTINUED

NOTE  13  -  CONSULTING  AGREEMENTS                                             

In  October  2004,  the  Company entered into two separate consulting agreements
with  Phoenix  Holdings  Ltd  ("Phoenix")  and  Vantage  Group  LLC ("Vantage"),
pursuant to which the Company agreed to issue to the consultants an aggregate of
1.5 million shares of Company common stock in consideration for the consultants'
agreements to provide specified services. The terms of these agreements are each
for approximately one year. In November 30, 2004, the Company issued 500,000 and
300,000  shares of Company common stock to Phoenix and Vantage, respectively. As
such,  the  Company  recorded  deferred compensation of $336,000, which deferred
compensation  will  be  amortized over the life of the agreements. For the years
ended  December  31, 2005 and 2004, the Company has taken charge of $280,000 and
$56,000,  respectively, which has been included in the accompanying consolidated
statements  of  operations  as part of consulting fees. As of December 31, 2005,
the  Company  has  fully amortized the deferred compensation. The Company issued
the  300,000  shares  under  its  equity  compensation  plan  [Note  17].       

On  January  5,  2005,  the  Company  issued to Fusion Capital 794,702 shares of
Company  common  stock  as  a  commitment fee. The 794,702 shares were valued at
$476,821,  or  $0.60 per share. During the fourth quarter and as a result of the
Dutchess  Investment  Agreement  (See  Note 9), the Company no longer intends to
draw  down  on  the  equity line with Fusion Capital and as such the Company has
expensed  the  $476,821  commitment  fee  which  is included as costs related to
abandoned  offering  in  the  consolidated statements of operations for the year
ended  December  31,  2005.                                                     

On  January 15, 2005, Company issued 150,000 shares of Company's common stock to
a  consultant  as a settlement of terminating its agreement with the consultant.
The  shares  were valued at $105,000, or $0.70 per share. The Company issued the
150,000  shares  under  its  equity  compensation  plan  [Note  17].            

On  November  30,  2005,  the  Company  entered  into a consulting agreement for
business  development  services.  As  consideration  the Company will pay to the
Consultant  up to $330,000 which is payable in common stock at $.30 per share of
which 150,000 shares have been issued to date. The term of the agreement is nine
months.  The  Company  has incurred a stock-based compensation charge of $45,000
which  is  the  fair  value  of the stock. The Company issued the 150,000 shares
under  its  equity compensation plan [Note 17]. Subsequent to December 31, 2005,
both  parties  have  verbally  agreed  to defer the start date of the consulting
agreement.                                                                      

NOTE  14  -  ECONOMIC  DEPENDENCY                                               

MAJOR  CUSTOMER                                                                 

The following table sets forth the percentages of revenue derived by the Company
from  those  customers  which  accounted for at least 10% of revenues during the
applicable  periods                                                             

DECEMBER  31,                           
2005      %       2004       %                    
--------   ---    --------   ---                      
Customer  A  $ 220,408   67%  $ 103,857   44%                                   
Customer  B  $  48,622   15%  $  60,791   25%                                   
Customer  C  $  37,009   11%  $  44,371   19%                                   

As  of  December 31, 2005, the Company's total accounts receivable, was due from
two  customers represented by the following table which sets forth balances owed
from  customers  which  accounted  for  at  least  10%  of  accounts receivable.

AMOUNT     %                                        
-------  ---                                        
Customer  A  $ 19,750  73%                                                      
Customer  B  $  5,200  19%                                                      

NOTE  15  -  COMMITMENT  AND  CONTINGENCIES                                     

LITIGATION                                                                      

The Company is involved in litigation through the normal course of business. The
Company  believes  that the resolution of these matters will not have a material
adverse  effect  on  the  financial  position  of  the  Company.                

F-19

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 CONTINUED
COMMITMENTS                                                                     

The  Company  has  an  employment  agreement with Mitchell Segal to serve as the
Company's president and chief executive officer through December 31, 2010. Under
Mr.  Segal's employment agreement, the Company will pay Mr. Segal an annual base
salary  of  $200,000  for  2005, with annual increases of not less than $10,000,
plus  a  bonus equal to a minimum of 3% to a maximum of 5% of the gross proceeds
received  from equity financings and a minimum of 3% to a maximum of 7.5% of the
Company's  net  income,  provided the Company's net income is at least $500,000.
The  bonus  is  payable  through  2008,  even if Mr. Segal's employment with the
Company  is terminated by the Company except in the event the termination is for
cause.  In  no  event  may  the  bonuses  due  Mr.  Segal exceed an aggregate of
$304,025.  Mr.  Segal also is entitled to discretionary bonuses, if any, awarded
by  the  Company's  board  of directors. The Company has not awarded Mr. Segal a
bonus for each of the years ended December 31, 2005 and 2004. As of December 31,
2005,  the Company was in arrears in payment of Mr. Segal's salary in the amount
of  $109,000  which  is  included  on  the consolidated balance sheet as part of
accounts  payable  and  accrued  expenses.                                      

The  Company  has  an  employment  agreement with Peter Walker through March 18,
2012.  Under  Mr. Walker's employment agreement, the Company will pay Mr. Walker
an  annual  base  salary  of  $100,000,  plus  a monthly non-accountable expense
allowance  of  $1,000.                                                          

Mr.  Walker's  employment  agreement  provides  for  him  to be paid his salary:

-  for  a  two  year  period  following  his termination due to a disability and

-  for  the  entire  remaining  employment  term in the event his termination is
otherwise than for cause or disability; provided that, if the termination is due
to  a  failure  to  pay  Mr. Walker his compensation otherwise payable under the
employment  agreement,  then  the  rate  of  compensation  shall  be            

-  in  the  seventh  year,  150%  of  his  salary  at  the  time of termination,

-  in  the  eighth  year,  200%  of  his  salary  at  the  time  of termination,

-  in  the  ninth  year,  250%  of  his  salary  at the time of termination, and

-  in  the  tenth  year,  300%  of  his  salary  at  the  time  of  termination.

As  of  December  31,  2005,  the  Company  was  in  arrears  under Mr. Walker's
employment  agreement  in the amount of approximately $129,000 which is included
on  the  consolidated  balance  sheet  as  part  of accounts payable and accrued
expenses                                                                        

OPERATING  LEASE  ARRANGEMENTS                                                  

In  January  2005,  ADS  entered  into  a non-cancelable operating lease for its
facilities  located  in  Houston,  Texas  expiring  in  June  2006.             

In  November  2005,  NPI  entered  into a non-cancelable operating lease for its
facilities located in Garden City, New York. The term of the lease is 36 months.

Future  minimum  rental payments under the above non-cancelable operating leases
as  of  December  31,  2005  are  as  follows:                                  

Year  Ending                                                            
December  31,             Amount                                          
------------------      --------------                                          
2006             $       51,600                                   
2007             $       53,400                                   
2008             $       50,400                                   
--------------                  
$      155,400                  
==============                  

Rent  expense  for  the years ended December 31, 2005 and 2004 was approximately
$67,000  and  $133,000,  respectively.                                          

F-20

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 WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 CONTINUED

NOTE  16  -  CAPITAL  STOCK/STOCKHOLDERS'  DEFICIENCY                           

In April 2004, the Company entered into a consulting agreement pursuant to which
the  Company  agreed to issue to the consultant 150,000 shares of Company common
stock  and  an  option to purchase an additional 50,000 shares of Company common
stock,  exercisable  at  $0.20  per share, in consideration for the consultant's
agreement  to provide specified services. The Company issued the common stock to
the  consultant  in  connection  with the execution of the consulting agreement.
Subsequently,  the  Company terminated the consultant and refused to deliver the
option due to the Company's belief that the consultant was unable to perform the
agreed-upon  services.  The  consultant retained such 150,000 shares, which were
issued  pursuant  to  the Company's 2002 Equity Incentive Plan. Accordingly, the
Company  recorded  an  expense of $75,000 which represents the fair value of the
common  stock  issued.  The  Company  issued the 150,000 shares under its equity
compensation  plan  [Note  17].                                                 

During  the  year  ended  December  30,  2004,  the  Company  sold and issued an
aggregate  of  1,000,000 shares of the Company's common stock for gross proceeds
of  $200,000.                                                                   

On  July  26,  2004, the Company entered into a term sheet that contemplated the
sale  to  a  limited liability company of up to $10 million of shares of Company
common  stock.  The  sale of such shares is subject to the prior registration of
such  shares  for  resale  by  the  limited  liability company/purchaser and the
Company  complying  with  certain  other conditions. The term sheet required the
Company  to  pay  the  limited  liability  company $10,000 in cash and issue the
limited liability company 60,000 shares of Company common stock to reimburse the
limited  liability  company  for  its expenses connected to the transaction. The
60,000  shares  have been valued at $31,200 and are included in the accompanying
statement  of  operations  as part of operating expenses. Prior to the year end,
the  sales  transaction  with  the  limited  liability  company  was terminated.

On  May  18,  2005,  the  Company  issued  294,118  shares of common stock to an
institutional  investor  at  $0.34  per  share  for  consideration  of $100,000.

On  December  20, 2005, in connection with the Dutchess Transaction, the Company
was  required  to  remit  payment of $15,000 for due diligence fees. The Company
opted to issue 85,000 shares of its common stock valued at approximately $30,000
as a deposit. The deposit is included as a contra equity account under financing
fee  deposit  in  the  consolidated  balance  sheet  as  of  December  31, 2005.
Subsequent  to the year end the shares have been returned to the Company and the
$15,000  fee  was  settled  with  the  proceeds  received  from  the convertible
debentures.                                                                     

NOTE  17  -  EQUITY  INCENTIVE  PLAN                                            

On  September 18, 2002, the stockholders of the Company approved the 2002 Equity
Incentive  Plan.  The  plan upon adoption reserved 70,000 shares of common stock
for  issuance  under the Plan. The types of Awards that may be granted under the
Plan  include  one  or  more  of  the  following  types,  either alone or in any
combination  thereof:                                                           

o  Options;                                                                     
o  Stock  Appreciation  Rights;                                                 
o  Restricted  Stock;                                                           
o  Performance  Grants;                                                         
o  Stock  Bonuses;  and                                                         

o  any  other  type  of  Award deemed by the Committee to be consistent with the
purposes  of  the  Plan  (including, but not limited to, Awards of or options or
similar  rights  granted  with  respect  to  unbundled stock units or components
thereof,  and Awards to be made to participants who are foreign nationals or are
employed  or  performing  services  outside  the  United  States).              

The  Company's  Equity Incentive Plan authorizes additional shares on the 1st of
each  year  by 10% of the amount of shares issued by the company not pursuant to
the  plan.                                                                      

F-21

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 WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 CONTINUED

The  following  is  a  summary  of the activity under the plan in the year ended
December  31,  2005  and  2004  are  as  follows:                               

                                  Shares
                                  Under Plan
                                   ---------
Plan share balance at January 1, 2004                  70,000                   
Plan share increase                                   750,151                   
Shares issued under the plan during the year         (450,000)                  
                                   ---------
Plan share balance at December 31, 2004               370,151                   
Plan share increase                                   156,000                   
Shares issued under the plan during the year         (300,000)                  
                                   ---------
Plan share balance at December 31, 2005               226,151                   
                                   =========
NOTE  18  -  DISCONTINUED  OPERATIONS                                           

As  discussed  in Note 2 to these financial statements, on February 4, 2004, the
Company  sold  certain  assets  of Kelly Color and discontinued operating in the
film  processing  segment  and sold certain of the assets of Kelly Color ("Kelly
Assets")  for  an  aggregate purchase price of $12,500 in cash. With the sale of
the  Kelly  Assets,  the  Company will discontinue to operate in the non-digital
photographic  development segment. Accordingly, the Company reported Kelly Color
as  discontinued  operations effective January 1, 2004. Any remaining assets and
liabilities  of  Kelly Color are shown as assets and liabilities of discontinued
operations  until  such  assets are and liabilities are either sold or otherwise
disposed  of.  The Company currently operates in one segment, the administrative
services  to  independent  funeral homes, state master trusts and companies that
own  funeral  homes  or  cemeteries  for  pre-arrangement  funeral  and cemetery
accounts.                                                                       

For  all  periods  presented  in  these  consolidated  financial statements, the
operations  of  Kelly Color are reported as discontinued operations. At December
31,  2005,  the discontinued liabilities of Kelly Color are Accounts payable and
accrued  expenses  of  $ 15,440 and the discontinued assets consisted of a fully
depreciated  building  that  has  been collateralized by the terms of the credit
line  [See  Note  5].                                                           

The results of discontinued operations for the years ended December 31, 2005 and
2004  were:                                                                     

                   Years Ended
                    December 31,
                  --------------------
                     2005         2004
                    ---------    ---------
Revenues                               $      --     $ 47,286                   
Cost of revenues                              --      (61,410)                  
                    ---------    ---------
Operating expenses                            --       47,871                   
                    ---------    ---------
Net loss                              $      --     $(61,995)                 
                    =========    =========

F-22

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 56,181,919 SHARES

COMMON STOCK

PROSPECTUS

MAY 10, 2006

       YOU  SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE  NOT  AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
WHICH  IS  SET  FORTH  IN THIS PROSPECTUS. WE ARE OFFERING TO SELL SHARES OF OUR
COMMON  STOCK  AND  SEEKING  OFFERS  TO  BUY  SHARES OF OUR COMMON STOCK ONLY IN
JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN
THIS  PROSPECTUS  IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS
OF  THE TIME OF DELIVERY OF THIS PROSPECTUS OR ANY SALE OF THESE SECURITIES. OUR
BUSINESS,  FINANCIAL  CONDITION,  RESULTS  OF  OPERATION  AND PROSPECTS MAY HAVE
CHANGED  AFTER  THE  DATE  OF  THIS  PROSPECTUS.                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		3/18/12		33		61
		12/31/10		61
		12/5/06		36
		12/4/06		21
		9/1/06		36
		7/3/06		54					DEF 14C
		7/1/06		36
		5/15/06		20		55			10QSB
Filed on:		5/12/06
		5/10/06		1		64
		5/2/06		5		36
		5/1/06		1		9
		3/31/06		4		58			10QSB,  SB-2
		3/25/06		9
		3/22/06		9
		3/20/06		9
		3/17/06		16		43
		3/15/06		22
		3/13/06		13		14
		2/28/06		13
		2/20/06		3		58			8-K
		2/15/06		36
		1/21/06		7
		1/15/06		21		55
		1/13/06		3		57
		1/11/06		56		57			SB-2
		1/6/06		35		40
		12/31/05		3		63			10KSB
		12/29/05		14
		12/23/05		3		57			8-K
		12/20/05		62
		12/15/05		19		53			4
		12/14/05		32					4
		12/12/05		22		57
		12/8/05		8
		12/5/05		20		59
		12/4/05		36
		11/30/05		22		60
		9/30/05		21		27			10QSB,  NT 10-Q,  NT 10-Q/A
		9/28/05		53
		9/20/05		20		55
		7/11/05		20		54
		6/30/05		21					10QSB,  10QSB/A,  NT 10-Q
		6/29/05		52		53
		5/18/05		62
		5/17/05		29					NT 10-Q
		3/31/05		10					10QSB,  10QSB/A,  NT 10-K,  NT 10-Q
		2/10/05		7
		1/15/05		60
		1/13/05		32
		1/6/05		27
		1/5/05		21		60			8-K
		1/2/05		21		55
		12/31/04		7		63			10KSB,  10KSB/A,  NT 10-K
		12/30/04		49		62
		12/15/04		27
		12/8/04		27		32
		11/30/04		60					8-K
		11/24/04		21		34
		10/6/04		27
		9/30/04		20					10QSB,  10QSB/A,  NT 10-Q
		8/22/04		21		55
		8/16/04		27					NT 10-Q
		8/5/04		20
		8/4/04		21		55
		7/26/04		62
		7/3/04		21		54
		7/1/04		20
		6/15/04		27
		6/1/04		27
		5/22/04		20		55
		5/5/04		20		59
		5/4/04		8
		4/14/04		32					10KSB
		2/4/04		63
		1/1/04		63					4
		12/31/03		7		32			10KSB,  NT 10-K
		9/18/02		62					PRE 14A
		3/19/02		21					3,  8-K
		3/15/00		20		54
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