As filed with the Securities and Exchange Commission on February 11, 2005
An Exhibit List can be found on page II-5.
Registration No. 333-

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

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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WALKER FINANCIAL CORPORATION
(Name of small business issuer in its charter)

DELAWARE 7384 13-2637172
(State or other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)

990 STEWART AVENUE, SUITE 60A
GARDEN CITY, NEW YORK 11530
(516) 832-7000
(Address and telephone number of principal executive offices and
principal place of business)

MITCHELL S. SEGAL, CHIEF EXECUTIVE OFFICER
990 STEWART AVENUE, SUITE 60A
GARDEN CITY, NEW YORK 11530
(516) 832-7000
(Name, address and telephone number of agent for service)

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Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Floor
New York, New York 10018
(212) 930-9700
(212) 930-9725 (fax)
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.

If any securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SECURITY PRICE FEE
- ------------------------------------------------------------------------------------------------------------------------------------

Common stock, $.10 par value 4,436,890 $0.44 (1) $1,952,231.60 $229.78
Common stock, $.10 par value, issuable upon exercise
of common stock purchase warrants 955,526 $0.44 (1) $ 420,431.44 $ 49.49
Common stock, $.10 par value, issuable upon exercise
of common stock purchase warrants 10,760 $6.30 (2) $ 67,788.00 $ 7.98
Common stock, $.10 par value, issuable upon exercise
of common stock purchase warrants 10,760 $7.23 (2) $ 77,794.80 $ 9.16
Common stock, $.10 par value, issuable upon exercise
of common stock purchase warrants 17,860 $4.20 (2) $ 75,012.00 $ 8.83
Common stock, $.10 par value, issuable upon exercise
of common stock purchase warrants 175,000 $0.45 (2) $ 78,750.00 $ 9.27
--------- -------
Total: 5,606,796 $314.51
- ------------------------------------------------------------------------------------------------------------------------------------

(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, using the
average of the high and low price as reported on the Over-The-Counter
Bulletin Board on February 10, 2005, which was $0.44 per share.

(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(g) under the Securities Act of 1933.

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED FEBRUARY 11, 2005

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

WALKER FINANCIAL CORPORATION
5,606,796 SHARES OF
COMMON STOCK

This prospectus relates to the sale of up to 5,606,796 shares of our
common stock by selling stockholders, including up to 4,436,890 shares of common
stock and up to 1,169,906 shares of common stock issuable upon exercise of
common stock purchase warrants. We will not receive proceeds from the sale of
our shares by the selling stockholders. o

Our common stock is listed 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 February 10, 2005, was
$.33.

------------------------

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 _________ __, 2005.

PROSPECTUS SUMMARY

OUR BUSINESS

We create, provide and market death care financial service products,
currently focusing on prearrangement or pre-need products. We have established a
worksite and affinity marketing strategy by positioning the prearrangement of
death care as a voluntary or contributory benefit for corporations, unions, and
affinity groups to offer their employees or members.

Once a prearrangement sale has been made, there are primarily two ways
to fund the purchase. One method is through the purchase of a pre-need insurance
policy. This insurance policy is similar to a fixed pay whole life insurance
policy with an inflation rider. The policy grows over time and is assigned to
the funeral director of the customers' choice to cover the insured's funeral
expenses at time of death.

The second method of funding the prearrangement is by placing monies in
trust. With this approach, monies are placed in trust and are professionally
money managed. In most instances, upon the individual's death the funeral
director receives the trust account to cover the funeral products and services.
We are able to offer both of these funding options to our customer base through
our two wholly owned subsidiaries, National Preplanning Inc. and American
DataSource, Inc.

For the three months ended September 30, 2004, we generated net sales
of $55,586 and had a net loss of $454,459. In addition, for the year ended
December 31, 2003, we generated net sales of $1,689,752 and had a net loss of
$1,209,460.

Our principal offices are located at 990 Stewart Avenue, Suite 60A,
Garden City, New York 11530, and our telephone number is (516) 832-7000. We are
a Delaware corporation.

The Offering

Common stock offered by selling stockholders...................... Up to 5,606,796 shares, including the following:

- 4,436,890 shares of common stock issued and
outstanding;

- up to 200,000 shares of common stock issuable
upon the exercise of common stock purchase
warrants at an exercise price of $.15 per share;

- up to 724,063 shares of common stock issuable
upon the exercise of common stock purchase
warrants at an exercise price of $.28 per share;

- up to 31,463 shares of common stock issuable upon
the exercise of common stock purchase warrants at
an exercise price of $.35 per share;

- up to 175,000 shares of common stock issuable
upon the exercise of common stock purchase
warrants at an exercise price of $.45 per share;

- up to 17,860 shares of common stock issuable upon
the exercise of common stock purchase warrants at
an exercise price of $4.20 per share;

- up to 10,760 shares of common stock issuable upon
the exercise of common stock purchase warrants at
an exercise price of $6.30 per share; and

- up to 10,760 shares of common stock issuable upon
the exercise of common stock purchase warrants at
an exercise price of $7.23 per share.

This number represents 38.5% of our current
outstanding stock.

Common stock to be outstanding after the offering................. Up to 14,563,008 shares

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 13,393,102 shares of common stock outstanding as of
February 10, 2005 and assumes the exercise of warrants by our selling
stockholders.

RISK FACTORS

This investment has a high degree of risk. Before you invest you should
carefully consider the risks and uncertainties described below and the other
information in this prospectus. If any of the following risks actually occur,
our business, operating results and financial condition could be harmed and the
value of our stock could go down. 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 $1,209,460 for the year ended December 31,
2003. For the three and nine months ended September 30, 2004, we incurred net
losses of $454,459 and $1,318,278, respectively. 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 WITH WHICH TO JUDGE OUR PERFORMANCE.

While our company was incorporated in 1967, we only have recently
entered into the pre-need death care and employee benefit industry. 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. These risks
apply particularly to us because the markets for our technology and products are
new and rapidly evolving. We cannot assure shareholders that our business
strategy will be successful or that we will successfully address these risks.
Our failure to do so could materially adversely affect our business, financial
condition and operating results.

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. There can be no assurance that financing will be available in
amounts or on terms acceptable to us, if at all.

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.

OUR AUDITORS HAVE RECOGNIZED A MATERIAL WEAKNESS IN OUR INTERNAL CONTROLS

During November 2004, our independent auditors, Marcum & Kliegman LLP,
advised us that the auditors had identified a deficiency in internal controls,
which was designated a "material weakness." The material weakness indicated that
there is inadequate structure within our accounting department. We believe this
resulted from continued cost cutting efforts, which resulted in the termination
of employees during our fiscal year ending December 31, 2004. Management
believes that sufficient compensating controls have been implemented to minimize
the risks associated with this material weakness, including using a bookkeeping
service to review monthly closings, although there can be no assurance that our
auditor will agree that our changes are adequate.

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 pre-need death care 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.
If overall demand for our products should decrease it could have a materially
adverse affect on our operating results.

ANY DECREASES IN INSURANCE PREMIUMS AND COMMISSION RATES, WHICH ARE SET BY THE
INSURERS AND OUTSIDE OUR CONTROL, COULD RESULT IN DECREASES IN COMMISSIONS
PAYABLE TO US.

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. We cannot predict the timing or extent of future changes
in commission rates or premiums. As a result, we cannot predict the effect that
any of these changes will have on our operations. These changes may result in
revenue decreases for us. These decreases also may adversely affect our results
of operations for the periods in which they occur.

INCREASED ADVERTISING OR BETTER MARKETING BY OUR COMPETITORS, OR INCREASED
SERVICES FROM INTERNET PROVIDERS, COULD CAUSE US TO LOSE MARKET SHARE AND
REVENUES, OR CAUSE US TO INCUR INCREASED COSTS IN ORDER TO RETAIN OR RECAPTURE
MARKET SHARE.

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. Extensive advertising or effective
marketing by competitors could cause us to lose market share and revenues, or
cause us to increase our own marketing costs. In addition, competitors may
change the types or mix of products or services offered. These changes may
attract customers, causing us to lose market share and revenue or to incur costs
to vary our own types or mix of products or services in response. Also,
increased use of the Internet by customers to research and/or purchase products
and services could cause us to lose market share to competitors offering to sell
products or services over the Internet.

THE INCREASING NUMBER OF CREMATIONS IN THE UNITED STATES COULD CAUSE OUR
REVENUES TO DECLINE BECAUSE WE COULD LOSE MARKET SHARE TO FIRMS SPECIALIZING IN
CREMATIONS.

Traditional cemetery and funeral service operators face competition
from the increasing number of cremations in the United States. Industry studies
indicate that the percentage of cremations has steadily increased and that
cremation will represent approximately 36% of the United States burial market by
the year 2010, compared to 25% in 1999. The trend toward cremation could cause
cemeteries and traditional funeral homes to lose market share and revenues to
firms specializing in cremations. In addition, basic cremations (without a
funeral service, casket or urn, niche in a mausoleum or columbarium or burial)
produce lower revenues than traditional funerals and, when delivered at a
traditional funeral home, produce lower profit margins as well. These trends
could result in our receiving lower commissions.

CHANGES OR INCREASES IN, OR FAILURE TO COMPLY WITH, REGULATIONS APPLICABLE TO
OUR BUSINESS 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. From time
to time, governments and agencies propose to amend or add regulations, which
could increase our costs.

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 incomplete or poorly implemented 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.

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 30.0% 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 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. 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.

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 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 within the meaning
of Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. 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 not
receive any proceeds from the sale of shares of common stock in this offering.

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 0.21

2004
First Quarter 0.65 0.20
Second Quarter 1.50 0.35
Third Quarter 0.55 0.16
Fourth Quarter 0.76 0.25

HOLDERS

As of February 10, 2005, we had approximately 225 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND PLAN OF OPERATIONS

Some of the information in this Form SB-2 contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue," or similar words. You should
read statements that contain these words carefully because they:

o discuss our future expectations;

o contain projections of our future results of operations or of our
financial condition; and

o state other "forward-looking" information.

We believe it is important to communicate our expectations. However,
there may be events in the future that we are not able to accurately predict or
over which we have no control. Our actual results and the timing of certain
events could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth under "Risk
Factors," "Business" and elsewhere in this prospectus. See "Risk Factors."

OVERVIEW

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

Administrative Services

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.

Software Development Costs

We capitalize 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. Management performs periodic reviews to ensure that
unamortized costs remain recoverable through the generation of future revenues.

Website Development Costs

Website development costs consist principally of outside consultants
and related expenses. We follow the provisions of Emerging Issues Task Force
("EITF") Issue No. 00-2, "Accounting for Website Development Costs," which
provides guidance in accounting for costs incurred to develop a website. Our
website is being continually changed on a regular basis as the business model
continues to evolve. Accordingly, due to the uncertainty of our future products,
these costs are expensed as incurred and are included in website development
costs.

Research and Development

Research and development costs are charged to expense as incurred.

At times during the year cash balances may exceed the maximum amounts
insured by the FDIC.

Stock Based Compensation

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"), we have 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. No stock-based employee compensation cost is
reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the underlying common stock on the
date of grant.

NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), an interpretation of Accounting Research
Bulletin No. 51. FIN 46 expands upon and strengthens existing accounting
guidance that addresses when a company should include in its financial
statements the assets, liabilities and activities of another entity. A variable
interest entity is any legal structure used for business purposes that either
does not have equity investors with voting rights or has equity investors that
do not provide sufficient financial resources for the entity to support its
activities. FIN 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. The consolidation requirements of FIN 46
apply immediately to variable interest entities created after January 31, 2003.
The consolidation requirements apply to older entities in the first fiscal year
or interim period beginning after June 15, 2003. However, in December 2003, FASB
deferred the latest date by which all public entities, which meet the definition
of small business issuer under SEC Regulation S-B ("Public SB's), must apply FIN
46 to the first interim or annual reporting period ended after December 15,
2004. The effect of the adoption of this new accounting pronouncement is not
expected to have a significant impact on our financial statements.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities" ("SFAS 149"), which is
effective for contracts entered into or modified after June 30, 2003. SFAS 149
amends FASB Statement No. 133, "Accounting for Derivative Instruments and
Hedging Activities," to clarify financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts. The effect of the adoption of this new accounting pronouncement
on our financial statements has not been significant.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2003.

Net sales for the nine months ended September 30, 2004 were
approximately $156,000, primarily all of which was generated by American
DataSource. National Preplanning expects to start achieving more substantial
revenues in the second quarter of 2005.

Operating expenses for the nine months ended September 30, 2004 were
approximately $1,289,000, of which $789,000 was generated by National
Preplanning and $418,000 was generated by American DataSource. The operating
expenses for the nine months ended September 30, 2003 were $1,507,000, of which
$363,000 was generated by National Preplanning and $913,000 was generated by
American DataSource. We reduced the amount of labor costs at American DataSource
after the loss of its largest client. However, since we anticipate that National
Preplanning will become our growth vehicle, we have expanded our infrastructure
with the hiring of employees, development of a website and increase of
expenditures relating to marketing its products.

Interest expense for the nine months ended September 30, 2004 was
approximately $124,000, compared to interest expense for the nine months ended
September 30, 2003 of $56,000. The increase from the prior year results from
interest expenses related to our convertible debt which was not outstanding for
most of the nine month period ended September 30, 2003, the interest expense
related to the deferred debt discount interest charge incurred on the issuance
of warrants and the repricing of exercise prices of warrants in connection with
the extension of the maturity date of the bridge notes.

As a result of the foregoing and our loss from discontinued operations
of approximately $62,000, we incurred a net loss of $1,318,278 for the nine
months ended September 30, 2004, or $0.17 per share, compared to a loss of
$501,000, or $0.07 per share, for the nine months ended September 30, 2003. Of
the loss for the nine months ended September 30, 2004, a loss of $758,000 can be
attributable to National Preplanning and a loss of $263,000 can be attributable
to American DataSource. Of the loss for the nine months ended September 30,
2003, a loss of $415,000 can be attributable to National Preplanning and a
profit of $46,000 can be attributable to American DataSource. We also had a loss
from discontinued operations of $72,000 in the nine months ended September 30,
2003. The increase in the loss by National Preplanning was a result of increased
expenses of debt taken on by us and the issuance of stock and warrants for us
which were expensed to National Preplanning, consulting and investment banking
fees as well as added labor, and marketing costs by National Preplanning.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 COMPARED TO THE YEAR
ENDED DECEMBER 31, 2002.

Net sales for the twelve months ended December 31, 2003 were
approximately $1,690,000, of which $11,000 was generated by National
Preplanning, $664,000 was generated by Walker and $1,015,000 was generated by
American DataSource. National Preplanning recorded its first sales in the 2003
fiscal year. Kelly Color continued to see a drastic deterioration in its
revenues as the professional photography industry migrated to the use of digital
imagery from film. Subsequent to December 31, 2003, we discontinued the
operations of Kelly Color, sold its assets and put its real property up for
sale. American DataSource saw a decline in its sales as a result of losing the
business from its largest client, SCI, which ceased to use domestic third
parties to administer its trust assets and now outsources such services
overseas.

Cost of sales for the year ended December 31, 2003, was approximately
$548,000, all of which was incurred by Kelly Color (discontinued operations).
Costs of sales as a percentage of net sales at Kelly Color was 82.5%. We have
seen a trend in the photographic development industry of reduced costs of
certain raw materials. The benefits of this trend at Kelly Color has been offset
in part by an inability at Kelly Color to reduce all costs of sales
proportionally as net sales are reduced.

Operating expenses for the twelve months ended December 31, 2003 were
approximately $2,052,000, of which $676,000 was generated by National
Preplanning, $304,000 was generated by Kelly Color (discontinued operations) and
$1,073,000 was generated by American DataSource. The operating loss for the
twelve months ended December 31, 2003 was $910,000, of which $634,000 was
incurred by National Preplanning, $187,000 was incurred by Kelly Color and
$55,000 was incurred by American DataSource. Prior to the discontinuation of
Kelly Color's operations subsequent to December 31, 2003, we decreased our
operating expenses, primarily through the reduction in compensation expenses at
Kelly Color due to reduced staff resulting from diminished sales volume. We have
reduced the amount of labor costs at American DataSource after the loss of its
largest client. However, since we anticipate that National Preplanning will
become the growth vehicle for us, we have expanded our National Preplanning
infrastructure with the hiring of employees, and have increased expenses
relating to the marketing and sale of National Preplanning's products.

Interest expense for the twelve months ended December 31, 2003 was
approximately $124,000. Interest expense is derived by the costs of borrowing
funds and the expense of re-pricing already issued warrants and the issuance of
additional options and warrants at a discount to the market price of our stock.
The cash and cash equivalents were derived from Walker.

o As a result of the foregoing, we incurred a net loss of approximately $
1,209,000 for the twelve months ended December 31, 2003 or $0.16 per share,
compared to a loss of $277,000 or $0.04 per share for the year ended December
31, 2002. Of the loss for the twelve months ended December 31, 2003, a loss of
$789,000 can be attributable to National Preplanning, a loss of $ 187,000 can be
attributable to Walker and a loss of $ 233,000 can be attributable to American
DataSource. Of National Preplanning's loss for the 2003 fiscal year, $112,000
resulted from the issuance and repricing of warrants and options. Of American
DataSource's loss, $174,782 represented a one-time charge related to the
impairment of customer list.

LIQUIDITY AND CAPITAL RESOURCES

We had a working capital deficiency of $1,393,335 at September 30,
2004, compared to working capital of $308,284 at December 31, 2003. A company's
working capital is the amount by which its current assets exceeds the amount of
its current liabilities. A working capital deficiency results when a company's
current liabilities exceed its current assets. The decrease in our working
capital was a result of our net loss for the nine months ended September 30,
2004 which resulted in a significant reduction in our cash and cash equivalents
and the reclassification of our outstanding 10% Senior Subordinated Secured
Convertible Promissory Notes from a long term liability to a current liability.
However, as of January 3, 2005, holders representing 94% of the outstanding 10%
Promissory Notes have converted their holdings into our common stock. As a
consequence $795,000 has been removed as a current liability.

Net cash used in operating activities was approximately $914,000 for
the nine months ended September 30, 2004, compared to net cash used in operating
activities of $277,000 for the nine months ended September 30, 2003. The
increase primarily is attributable to our net loss during the current nine-month
period of $1,318,278 compared to $501,018 in the comparable period.

During the nine months ended September 30, 2004, National Preplanning
increased its expenditures on sales and marketing in preparation for its sales
process and is continuing to enter into strategic relationships that is believed
will result in sales of its products. Additionally, National Preplanning's
independent funeral home marketing division continues its affiliation with eight
funeral homes in the State of New Jersey in connection with the sale of
prearranged funerals and is hopeful that the purchasers of such prearranged
funerals will use the insurance products underwritten by insurance companies who
have licensed National Preplanning to sell their products through such funeral
homes. National Preplanning has increased the amount expended on the creation,
printing and distribution of marketing materials to penetrate the affinity
marketplace and has hired a consulting firm to help increase its distribution
partners. Additionally, National Preplanning has spent monies on the development
and enhancement of its internet website to be used for the rollout and
subsequent marketing of its product lines. This new website also will be used
for the rollout of National Preplanning's product line to members of the
California Chamber of Commerce, which is expected to occur during the first
quarter of 2005. Although National Preplanning had anticipated that some of its
affinity marketing would commence within the third quarter of 2004 it appears
that it will take place during the second quarter of 2005.

American DataSource experienced diminishing sales for the nine months
ended September 30, 2004, compared with its revenues for the nine months ended
September 30, 2004. American DataSource experienced declining sales as a result
of losing its largest client which accounted for a large portion of its
revenues. Additionally, we closed our Kelly Color operations in February 2004.

Net cash used in investing activities was approximately $15,000 for the
nine months ended September 30, 2004, compared to $35,000 for the nine months
ended September 30, 2003. During both periods, investing activities were limited
to the purchase of property and equipment.

Net cash provided by financing activities was approximately $440,000
for the nine months ended September 30, 2004, resulting from the net proceeds
received from our bank line of credit which is secured by the property where
Kelly Color formerly conducted its operations, bridge loans in the amount of
$250,000, advances by our president of $ 50,000, proceeds from the sale of
common stock in the amount of $150,000, offset, in part, by a $20,00 reduction
in a note payable. A $125,000 loan was made on May 22, 2004, with an original
maturity date of August 22, 2004 and bearing interest at 6% per annum. We also
issued warrants in connection with this loan. In August 2004, the due date of
this note was extended to, in effect, January 2, 2005. In August 2004, we issued
a similar 6% promissory note and warrants for gross proceeds of $125,000 due
January 5, 2005. In July 2004, our president advanced us $50,000. The advance is
non-interest bearing and has no definitive repayment terms. In September 2004,
we sold 750,000 shares of our common stock for gross proceeds of $150,000. For
the nine months ended September 30, 2003, net cash provided by financing
activities was $277,000, resulting from borrowings under the Kelly Color line of
credit and the sale of bridge notes.

As a result of these activities, our cash and cash equivalents
decreased to $100,227 from $587,673 at December 31, 2003.

In December 2003, we sold and issued 10% Senior Subordinated Secured
Convertible Promissory Notes in the aggregate principal amount of $845,000 and
due in December 2006. The proceeds raised from sale and issuance of the 10%
Promissory Notes have been used to fund our working capital and capital
expenditure requirements. The 10% Promissory Notes are convertible into shares
of our common stock at $0.71 per share through December 5, 2005 and $1.25
thereafter.

The subscription agreements pursuant to which we sold the 10%
Promissory Notes required us, among other matters, to register for resale under
the Securities Act the shares issuable upon conversion of the 10% Promissory
Notes by May 5, 2004. We are obligated, as a result of the failure to register
the conversion shares by May 5, 2004, to pay to the holders of the 10%
Promissory Notes a monthly fee equal to 1.5% of the principal amount of the 10%
Promissory Notes for each month or portion, that we fail to cause such
registration. We failed to cause such registration by May 5, 2004 and have
failed to pay the holders any monthly fee due such holders as a result of the
failure to register the conversion shares. A majority of the holders have
converted their notes into our common stock and thus have waived their rights
under the 10% Promissory Notes.

The 10% Promissory Notes required an interest payment on July 1, 2004
in the aggregate amount of $49,057. We failed to remit such interest payment to
the holders of the 10% Promissory Notes. The failure to pay such interest
payment is an "event of Default" under the 10% Promissory Notes, although the
holders of the 10% Promissory Notes have not given notice to us of such Event of
Default. The occurrence of an Event of Default would result in the interest rate
on the 10% Promissory 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 .003125 shares for every $ 1.00 of
principal or an aggregate of $ 2,640.625 shares per day. We have not tendered
shares as of September 30, 2004.

The 10% Promissory Notes also prohibited additional borrowings by us,
from any source, without the prior approval of the placement agent for the 10%
Promissory Notes or the holders of a majority of the aggregate principal amount
of the 10% Promissory Notes. In May and August 2004, we borrowed an aggregate of
$250,000. Further, as discussed in Note 7 to the unaudited consolidated
condensed financial statements for September 30, 2004, in July 2004, we borrowed
an additional $50,000 from an officer/stockholder. A majority of the holders
have converted their notes into our common stock and thus have waived their
rights under the 10% Promissory Notes.

In October 2004, we offered to the holders of the 10% Promissory Notes
one share of our common stock for each $0.30 of principal evidenced by the 10%
Promissory Notes and one share of our common stock for each $0.23 of accrued
interest due under the 10% Promissory Notes through September 30, 2004 in
exchange for the holders waiving substantially all of their rights under the 10%
Promissory Notes. We agreed to (a) use our best efforts to expeditiously
register for resale the shares that the holders of the 10% Promissory Notes
would receive in such exchange and (b) issue additional shares to the holders in
the event that we issued shares to certain third parties for consideration less
than $0.30 at any time prior to December 4, 2006. As of November 17, 2004, the
holders of 10% Promissory Notes in the aggregate principal amount of $795,000
had indicated their desire to accept our offer of exchange. On January 5, 2005,
we accepted the offer to convert by the holders who have indicated a desire to
convert their 10% Promissory Notes into our common stock. Accordingly, we issued
a total of 2,936,890 shares of our common stock pursuant to the offer of
exchange with such holders of the 10% Promissory Notes. We will record a debt
conversion expense based upon the value of the additional shares issued as a
result of reducing the conversion price upon consummating the offer of exchange.

FUSION CAPITAL TRANSACTION

On November 24, 2004, we entered into a common stock purchase agreement
with Fusion Capital 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. 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
parties are currently considering a renegotiation of some or all of the terms
pursuant to which this agreement was made. We can offer no assurances of the
terms of a new agreement with Fusion Capital or that any agreement will be
consummated.

PLAN OF OPERATIONS

We intend to become an established financial services company operating
in the death care industry and seek to become involved in distribution and
marketing of various products as employee and voluntary benefits outside of the
death care industry. National Preplanning has begun to market and sell
pre-arrangements of death care as a voluntary benefit to corporations, unions
and affinity groups as well as market and sell final expense insurance. National
Preplanning's independent funeral home marketing division continues its
affiliation with eight funeral homes in the State of New Jersey in connection
with the sale of prearranged funerals and is hopeful that the purchasers of such
prearranged funerals will use the insurance products underwritten by insurance
companies who have licensed National Preplanning to sell their products through
such funeral homes. Through American DataSource, we intend to seek to increase
the amount of pre-need trust dollars currently under our administration. Our
Kelly Color subsidiary, a non-digital photographic development laboratory to the
photographic profession, was closed in the latter part of 2003 as a result of
declining sales due to the advent and popularity of digital photography. We sold
certain of the Kelly Color assets and are seeking to sell the real estate at
which Kelly Color formerly conducted its operations.

National Preplanning, which was primarily in a development stage during
2002, began to achieve operating results by positioning itself as one of the
first movers and leaders in the sale of funeral pre-arrangements as a voluntary
benefit product to be sold to affinity organizations such as unions,
corporations, associations and other affinity groups. On December 10, 2003,
National Preplanning entered into a Third Party Sales and Marketing Agreement
with Stewart Enterprises, Inc., the third largest funeral home operator in the
country. This agreement allows National Preplanning to become Stewart's
exclusive affinity marketer in certain counties in the States of Florida and
California.

On June 1, 2004, National Preplanning entered into a strategic pre-need
sales and marketing agreement with Hilb Rogal & Hobbs Insurance Services of
Northern California which will allow National Preplanning to begin marketing
funeral pre-arrangements to the employees and affiliates of businesses belonging
to the California Chamber of Commerce. The California Chamber of Commerce
represents approximately 14,000 businesses having over 2.3 million employees.
National Preplanning expects the commence marketing under this arrangement
during the first quarter of 2005.

On June 15, 2004, National Preplanning received the approval to market
its product to the members of the Benefits 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. National Preplanning's marketing to the members of Benefits Marketing
Association commenced in the third quarter of 2004 and is expected to continue
for at least the next three fiscal quarters.

On October 6, 2004, National Preplanning entered into a Supplier
Agreement with Motivano, Inc. Motivano is a technology-based seller of voluntary
benefits to approximately 1 million employees of companies that offer Motivano's
products. Under this agreement, commencing in the first quarter of 2005,
National Preplanning's products will be included in Motivano's offerings to
such employees.

American DataSource is currently seeking to increase the amount of
pre-need trust monies it currently administrates. Currently, American DataSource
administers approximately $40 million in trust funds. In September, 2003,
American DataSource lost a great deal of its business when its largest client,
Service Corporation International, the largest funeral home and cemetery
operator in the United States, removed approximately $70 million of trust assets
that American DataSource administrated and placed such administration overseas.
SCI removed all trust assets under administration from a variety of outside
vendors such as American DataSource. As a result, American DataSource 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.
We may seek to acquire other trust administrators and combine operations with
American DataSource to achieve economies of scale and curtail losses being
incurred by American DataSource.

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 third party marketer segment of the
death care services industry or other trust administration companies.

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 in the death care services industry.

There can be no assurance that we will be successful in any of our
plans as discussed herein. To the extent that we are unsuccessful in our plans
to increase our cash position, we may find it necessary to further curtail some
of our operations and possible future acquisitions. These matters raise
substantial doubt about our ability to continue as a going concern. However,
such 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. Such financial statements do not include any
adjustments relating to the recovery of assets or the classification of
liabilities that might be necessary should we be unable to continue as a going
concern.

BUSINESS

GENERAL

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 individuals as clients for our prearrangement product. In
addition, National Preplanning is establishing strategic partnerships with firms
that will become distribution channels for the prearrangement products,
including: employee benefits administration companies and financial
institutions. Through these clients, National Preplanning distributes National
Preplanning-branded marketing material about our prearrangement product to
employees and group members.

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 allows an individual to choose their selection of death
care services in a matter of minutes over the Internet. This technology lends
itself to the worksite and affinity marketing strategy we employ.

In addition, National Preplanning intends to productize the
prearrangement product offering within the next year. This strategy will enable
National Preplanning to reach the general market simultaneous with the worksite
and affinity marketing strategy currently being pursued. This effort would
involve the creation of a self-planning software kit comprised of CD-ROM and
instruction booklet. This portable product could be distributed to employee and
affinity members nationally in conjunction with National Preplanning's worksite
and affinity marketing campaigns. In addition, this product would enable
National Preplanning to achieve broad consumer market distribution through
retailers and funeral homes nationwide, as a shrink-wrapped financial services
software product. The CD-ROM would provide consumers with information about
prearrangement products along with and web-links to National Preplanning for
product fulfillment.

AMERICAN DATASOURCE, INC.

American DataSource was formed in 1984 as a provider of trust
administrative services to independent funeral homes across the U.S. 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.

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.

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, allows for effective
customer targeting and segmentation, reduces customer maintenance costs, and
increases customer retention. We believes our use of worksite and affinity
marketing strategies for our 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. We
believe this will change over the coming years as 12% of American workers are
currently caring for an older person and this figure is expected to grow in the
next few years

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 they address
their personal financial and retirement needs. We believe aging Baby Boomers
have a higher likelihood to purchase 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 prearrangement products. As
such, it does not have a direct field sales force and has created strategic
relationships with agents and 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.

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 partners
with benefits administration firms that also offer their clients a portfolio of
optional benefits. This will directly integrate the pre-need product with the
benefits delivery platform, which enables National Preplanning to penetrate
thousands of worksite locations. RewardsPlus alone provides voluntary benefits
for over a million income earners in the US and the other carriers listed above
have access to large employee populations as well.

INSURANCE AGENTS / BROKERS AND FINANCIAL ADVISORS

Our general impression is the average life insurance agent believes
that funeral costs can be covered by life insurance products and, as a result,
National Preplanning's products are not needed. However, it is important to
point out that a level term policy generally does not include an inflation rider
and the pre-need policy sold by us does include such a rider. Similarly,
financial planners would 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.

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

The death care industry is projecting over $17 billion in revenues for
2004, with over $5 billion derived from the prearrangement of death care
services. This market is expected to rise at a rate of one percent annually,
despite increases in life expectancies and improvements in healthcare. The
United States Bureau of the Census also projects that the number of deaths in
the U.S. will increase by one percent per year, from 2.4 million in 2000 to 2.6
million in 2010. Due to a market focus on one of life's certainties, the death
care industry is not exposed to a significant risk of recession and, based on
third party projections, the industry 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.

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

Various death care industry constituents market prearrangement
products. Walker Financial believes, however, that its strategy is unique based
upon its knowledge of existing industry competition and that as a result Walker
Financial is more effectively poised to achieve success. Competition, however,
comes from funeral homes, third party marketing organizations, insurance
companies and sellers of other voluntary benefit 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.

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
believes 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 eight full time employees, with two in management,
two 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.

DESCRIPTION OF PROPERTIES

We maintain our principal office at 990 Stewart Avenue, Suite 60A,
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 1,700 square feet
of office space at our principal office. The monthly rent is $2,400. 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 expires in June 2005. 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.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Name Age Position
- --------------------------------------------------------------------------------

James M. Lucas, Sr. 57 Chairman of the Board of Directors
Mitchell S. Segal 45 President, Chief Executive Officer, Chief Financial Officer and
Director and President of National Preplanning, Inc., our
wholly-owned subsidiary
Peter Walker 58 Secretary and 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. o

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 M. 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. 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.

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.

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.

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding our CEO
and each of our most highly-compensated executive officers whose total annual
salary and bonus for the fiscal year ending December 31, 2003, 2002 and 2001
exceeded $100,000:

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION

Other

Annual Restricted Options LTIP
Name & Principal Salary Bonus Compen- Stock SARs Payouts All Other
Position Year ($) ($) sation ($) Awards($) (#) ($) Compensation
- ------------------------ ------- ------------ ------------ ------------ ------------- ----------- ------------ --------------

Mitchell S. Segal 2003 210,000 0 0 - - - -
President, CEO 2002 200,000 0 0 - - - -
and CFO (1) 2001 0 0 0 - - - -
- ------------------------ ------- ------------ ------------ ------------ ------------- ----------- ------------ --------------
Peter Walker 2003 100,000 0 0 - - - -
President of 2002 100,000 0 0 - - - -
Kelly Color 2001 100,000 0 0 - - - -
- ------------------------ ------- ------------ ------------ ------------ ------------- ----------- ------------ --------------

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

STOCK OPTION PLANS

In September 2002, our stockholders approved our 2002 Equity Incentive Plan. Our
executive officers are eligible to receive awards under this plan.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

None.

EMPLOYMENT AGREEMENTS

Mitchell Segal

We have 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 $220,000 for 2004, with annual increases of not less than $10,000, 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.

Peter Walker

We have entered into an employment agreement with Peter Walker to serve
as president of our Kelly Color subsidiary 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 of Kelly Color. 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

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.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

FACILITIES

Our previous executive offices were located at 370 Old Country Road -
Suite 200, Garden City, New York 11530. These offices were provided rent-free
pursuant to an oral arrangement with the Whitmore Group, LLC, an entity in which
the principal owner is James Metzger, one of our former directors. The fair
market value of the rent-free arrangement was immaterial to our financial
statements.

We have no policy regarding entering into transactions with affiliated
parties.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of our common stock as of February 10, 2005:

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

o by each of our officers and directors; and

o by all of our officers and directors as a group.

PERCENTAGE OF PERCENTAGE OF
CLASS CLASS
NAME AND ADDRESS NUMBER OF PRIOR TO AFTER
OF OWNER TITLE OF CLASS SHARES OWNED(1) OFFERING(2) OFFERING(3)
- -----------------------------------------------------------------------------------------------------

Mitchell S. Segal Common Stock 1,839,670 13.19% 12.63%
990 Stewart Ave., Suite 60A
Garden City, NY 11530

James M. Lucas, Sr. Common Stock 459,960 3.43% 3.16%
American Datasource, Inc.
517 North Sylvania Ave.
Fort Worth, TX 76111

Peter Walker Common Stock 1,109,390 (4) 8.28% 7.62%
990 Stewart Ave., Suite 60A
Garden City, NY 11530

All Officers and Directors Common Stock 4,024,640 30.10 27.64%
As a Group (3 persons)

James M. Lucas, Jr. Common Stock 689,940 5.15% 4.74%
American Datasource, Inc.
517 North Sylvania Ave.
Fort Worth, TX 76111

Fusion Capital Fund II, LLC Common Stock 854,702 6.38% 5.87%
222 Merchandise Mart Plaza
Suite 9-112
Chicago, IL 60654

David L. Cohen Common Stock 1,263,841 (5) 9.44% 0%
Rockaway Avenue
Hewlett, NY 11557

(1) 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 February 10, 2005 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.

(2) Based upon 13,393,102 shares issued and outstanding on February 10, 2005.

(3) Percentage based on 14,563,008 shares of common stock outstanding.

(4) Includes (a) 615,620 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.

(5) 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.

DESCRIPTION OF SECURITIES

COMMON STOCK

We are authorized to issue up to 100,000,000 shares of common stock,
par value $.10. As of February 10, 2005, there were 13,393,102 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. As of February 10, 2005, there were no shares of preferred stock
issued and outstanding.

OPTIONS

There are currently 52,170 options outstanding pursuant to our
employee-stock option plan.

WARRANTS

o 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 52,170
warrants outstanding exercisable at $0.30 per share, 25,000 of which expire in
December 2006 and 27,170 of which expire between 2008 and 2010.

CONVERTIBLE SECURITIES

There are currently $425,000 worth of convertible securities
outstanding.

PLAN OF DISTRIBUTION

The common stock offered by this prospectus is being offered by the
selling stockholders. The common stock may be sold or distributed from time to
time by the selling stockholders directly to one or more purchasers or through
brokers, dealers, or underwriters who may act solely as agents at market prices
prevailing at the time of sale, at prices related to the prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. The sale
of the common stock offered by this Prospectus may be effected in one or more of
the following methods:

o ordinary brokerage transactions and transactions in which the
broker-dealer solicits the purchaser;

o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;

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

o an exchange distribution in accordance with the rules of the
applicable exchange;

o privately-negotiated transactions;

o short sales that are not violations of the laws and regulations of
any state or the United States;

o broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;

o through the writing of options on the shares;

o a combination of any such methods of sale; and

o any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus. The selling
stockholders shall have the sole and absolute discretion not to accept any
purchase offer or make any sale of shares if they deem the purchase price to be
unsatisfactory at any particular time.

The selling stockholders may also engage in short sales against the
box, puts and calls and other transactions in our securities or derivatives of
our securities and may sell or deliver shares in connection with these trades.

In order to comply with the securities laws of certain states, if
applicable, the shares may be sold only through registered or licensed brokers
or dealers. In addition, in certain states, the shares may not be sold unless
they have been registered or qualified for sale in the state or an exemption
from the registration or qualification requirement is available and complied
with.

Brokers, dealers, underwriters, or agents participating in the
distribution of the shares as agents may receive compensation in the form of
commissions, discounts, or concessions from the selling shareholder and/or
purchasers of the common stock for whom the broker-dealers may act as agent. The
compensation paid to a particular broker-dealer may be less than or in excess of
customary commissions.

The selling stockholders, alternatively, may sell all or any part of
the shares offered in this prospectus through an underwriter. No selling
stockholder has entered into any agreement with a prospective underwriter and
there is no assurance that any such agreement will be entered into.

We cannot presently estimate the amount of compensation that any agent
will receive. We know of no existing arrangements between any stockholder,
broker, dealer, underwriter, or agent relating to the sale or distribution of
the shares offered by this Prospectus. At the time a particular offer of shares
is made, a prospectus supplement, if required, will be distributed that will set
forth the names of any agents, underwriters, or dealers and any compensation
from the selling stockholder and any other required information.

We will pay all of the expenses incident to the registration, offering,
and sale of the shares to the public other than commissions or discounts of
underwriters, broker-dealers, or agents. We have also agreed to indemnify the
selling shareholders and related persons against specified liabilities,
including liabilities under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons, we
have been advised that in the opinion of the SEC this indemnification is against
public policy as expressed in the Securities Act and is therefore,
unenforceable.

While they are engaged in a distribution of the shares included in this
prospectus the selling stockholders are required to comply with Regulation M
promulgated under the Securities Exchange Act of 1934, as amended. With certain
exceptions, Regulation M precludes the selling stockholder, any affiliated
purchasers, and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchases made in order to stabilize the price of a security in connection
with the distribution of that security. All of the foregoing may affect the
marketability of the shares offered hereby this Prospectus.

This offering will terminate on the date that all shares offered by
this Prospectus have been sold by the selling shareholders.

PENNY STOCK

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.

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.

SHARES PERCENTAGE OF PERCENTAGE OF
BENEFICIALLY OUTSTANDING SHARES SHARES TO BE OUTSTANDING SHARES
SELLING OWNED BEFORE BENEFICIALLY OWNED SOLD IN THE BENEFICIALLY OWNED
STOCKHOLDER OFFERING BEFORE OFFERING OFFERING AFTER OFFERING
----------- -------- --------------- -------- --------------

Neil Weissman 200,000 (1) 1.50% 200,000 (1) 0%
Adkins & Co. 10,760 (2) * 10,760 (2) 0%
Chris Johnson 5,380 (3) * 5,380 (3) 0%
J & V Computer Services 5,380 (3) * 5,380 (3) 0%
John Bach 17,860 (4) * 17,860 (4) 0%

Moschetta, Poiyviou 269,157 (5) 2.02% 269,157 (5) 0%
Allan Levine 14,953 (5) * 14,953 (5) 0%
Michael Schumacher 14,953 (5) * 14,953 (5) 0%
Strategic Growth 400,000 (5) 3.01% 400,000 (5) 0%
International
James Liqouri 31,463 (6) * 31,463 (6) 0%
Cindy Dolgin 175,000 (7) 1.32% 175,000 (7) 0%
David L. Cohen 1,263,841 (8) 9.44% 1,263,841(8) 0%
Matthew Dancy 92,355 * 92,355 0%
David Dercher 92,355 * 92,355 0%
Gary Glasscock 92,355 * 92,355 0%
Dr. Alexander Haas 184,710 1.38% 184,710 0%
Nasrollah Jahdi 73,884 * 73,884 0%
Frank G. Lake 92,355 * 92,355 0%
Jody Nelson 184,710 1.38% 184,710 0%
Garo Partoyan 92,355 * 92,355 0%
Pisces Partners, L.P. 369,420 2.8% 369,420 0%
Michael and Angela Poujol 110,826 * 110,826 0%
Joseph and Judith Rienzi 129,297 * 129,297 0%
RS & VS, Ltd. 184,710 1.38% 184,710 0%
Dr. Steven Schmidt 129,297 * 129,297 0%
Jay and Carole Schrager 434,710 3.25% 434,710 0%
Domenic Strazzulla 92,355 * 92,355 0%
Sybesma Research Corp. 92,355 * 92,355 0%
Reese Cole Partnership 250,000 1.87% 250,000 0%
Phoenix Holding LLC 500,000 3.73% 500,000 0%
--------- ---------
Total 5,606,796 5,606,796

* Less than 1%

(1) Represents 200,000 warrants exercisable at $.15 per share.

(2) Represents 10,760 warrants exercisable at $6.30 per share.

(3) Represents 10760 warrants exercisable at $7.23 per share.

(4) Represents 17,860 warrants exercisable at $.4.20 per share.

(5) Represents 699,363 warrants exercisable at $.28 per share.

(6) Represents 31,463 warrants exercisable at $.35 per share.

(7) Represents 175,000 warrants exercisable at $.45 per share.

(8) Represents (i) 1,238,841 shares of common stock and (ii) 25,000 warrants
exercisable at $.28 per share.

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, independent registered public accounting firm, have
audited, as set forth in their report thereon appearing elsewhere herein, our
financial statements at December 31, 2003 and 2002 and for the years then ended
that appears 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.

INDEX TO FINANCIAL STATEMENTS

WALKER FINANCIAL CORPORATION
INDEX TO FINANCIAL STATEMENTS

For the Years Ended December 31, 2003 and December 31, 2002
Report of Independent Registered Public Accounting Firm F-1
Consolidated Balance Sheet F-2
Consolidated Statements of Operations F-4
Consolidated Statements of Stockholders Equity F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-7 to
F-20

For the Nine Months Ended September 30, 2004 and September 30, 2003

Condensed Consolidated Balance Sheet September 30, 2004 (Unaudited) F-21
Condensed Consolidated Statements of Operations for the three and nine
months ended September 30, 2004 and 2003 (Unaudited) F-22
Condensed Consolidated Statements of Cash Flows For the nine months
ended September 30, 2004 and 2003 (Unaudited) F-23
Notes to the Condensed Consolidated Financial Statements (Unaudited) F-24 to
F-31

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
Walker Financial Corporation

We have audited the accompanying consolidated balance sheet of Walker Financial
Corporation (formerly Walker International Industries, Inc) and subsidiaries as
of December 31, 2003, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years ended December 31, 2003 and
2002. 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 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Walker
Financial Corporation as of December 31, 2003, and the consolidated results of
its operations, and its cash flows for the years ended December 31, 2003 and
2002, in conformity with accounting principles generally accepted in the United
States of America.

/s/ Marcum & Kliegman

March 10, 2004
New York, New York

F-1

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 2003

ASSETS

Current assets -

Cash and cash equivalents ...................................................... $ 597,739
Accounts receivable ............................................................ 26,387
Assets of discontinued operations .............................................. 64,439
Prepaid expenses and other current assets ...................................... 9,949
-----------
Total current assets ......................................................... 698,514
Property and equipment, net ....................................................... 346,499
Other assets -

Deferred financing costs ....................................................... 215,475
Other assets ................................................................... 2,460
-----------
Total other assets ........................................................... 217,935
-----------
Total assets ............................................................... $ 1,262,948
===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities -

Accounts payable and accrued expenses .......................................... $ 73,218
Liabilities of discontinued operations ......................................... 30,021
Note payable ...................................................................... 133,375
Line of credit, bank ........................................................... 132,560

-----------
Total current liabilities .................................................... 369,174
Other liabilities -
Long term debt ................................................................. 845,000
-----------
Total liabilities ............................................................ 1,214,174
-----------
Commitments and contingencies
Stockholders' equity -

Common stock, par value $0.10 per share, 10,000,000 shares authorized, 7,501,510
shares issued and outstanding ................................................ 750,151
Additional paid in capital ..................................................... 3,486,980
Accumulated deficit ............................................................ (4,188,357)
-----------
Total stockholders' equity ................................................... 48,774
-----------
Total liabilities and stockholders' equity ................................. $ 1,262,948
===========

The accompanying notes are an integral part of these
consolidated financial statements

F-2

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
(Continued)

2003 2002
----------- -----------

Net revenues ....................................... $ 1,025,426 $ 1,171,282
----------- -----------
Operating expenses ................................. 1,748,711 1,555,137
Impairment of customer list ........................ (174,782) --
----------- -----------
Operating loss .................................. (898,067) (383,855)
Interest expense, net .............................. (123,902) (16,759)
----------- -----------
Loss before discontinued operations ............. (1,021,969) (400,614)
Discontinued operations ............................ (187,491) 123,455
----------- -----------
Net loss ........................................ $(1,209,460) $ (277,159)
=========== ===========
Basic and diluted net loss per common share
Weighted average number of common shares outstanding 7,501,514 6,297,887
=========== ===========
Loss before discontinued operations ................ (0.14) (0.06)
Discontinued operations ............................ (0.02) 0.02
----------- -----------
$ (0.16) $ (0.04)
=========== ===========

F-3

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY For the Years Ended December 31, 2003 and 2002

Common Stock
----------------------------- Additional Accumulated
Shares Amount Paid-In Capital Deficit Total
------------- -------------- --------------- ------------- ---------------

BALANCE - January 1, 2002............. 2,634,500 $ 263,450 $ 1,851,167 $ (2,701,738) $ (587,121)

Sale of common stock.................. 407,660 40,766 233,009 -- 273,775
Accrued wages contributed pursuant
to merger (see Note 1).............. -- -- 304,025 -- 304,025
Common stock issued as payment of
accrued salaries.................... 26,800 2,680 54,172 -- 56,852
Common stock issued for the
acquisition of American
Data Source, Inc................... 1,839,840 183,984 310,933 -- 494,917
Outstanding common stock of Walker
International Industries, Inc....... 2,282,710 228,271 385,778 -- 614,049
Common stock issued for services...... 310,000 31,000 39,000 -- 70,000
Net loss.............................. -- -- -- (277,159) (277,159)
------------- ------------ ------------ ------------- --------------
BALANCE - December 31, 2002........... 7,501,510 $ 750,151 $ 3,178,084 $ (2,978,897) $ 949,338
------------- ------------ ------------ ------------- --------------

Issuance of warrants to placement
agent upon execution of letter of
intent to conduct private placement -- $ -- $ 5,700 $ -- $ 5,700
Issuance of bridge warrants to finder. -- -- 13,300 -- 13,300
Issuance of bridge warrants to bridge
note purchaser..................... -- -- 9,500 -- 9,500
Issuance of warrants in consideration
of extension of note payable....... -- -- 38,067 -- 38,067
Repricing of warrants previously
issued to holder of note payable... -- -- 20,704 -- 20,704
Issuance of warrants to consultant.... -- -- 116,000 -- 116,000
Issuance of warrants to placement
agent.............................. -- -- 105,625 -- 105,625
Net loss.............................. -- -- -- (1,209,460) (1,209,460)
------------- ------------ ------------ ------------- --------------
BALANCE - December 31, 2003........... 7,501,510 $ 750,151 $ 3,486,980 $ (4,188,357) $ 48,774
============= ============ ============ ============ ==============

The accompanying notes are an integral part of these
consolidated financial statements

F-4

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2003 and 2002

2003 2002
--------------- ----------------

Cash Flows From Operating Activities:
Net loss..................................................................... $ (1,209,460) $ (277,159)
--------------- ----------------
Adjustments to reconcile net loss to net cash used in operating activities -
Extraordinary item........................................................ -- (158,690)
Loss on impairment of customer list....................................... 174,782 --
Stock-based compensation.................................................. 116,000 70,000
Depreciation and amortization............................................. 202,078 145,418
Interest-deferred financing costs......................................... 112,271 --
Accrued interest.......................................................... 8,250 19,260
Changes in operating assets and liabilities:
Accounts receivable..................................................... 94,035 19,706
Inventories............................................................. 6,628 12,987
Prepaid expense and other current assets................................ 27,084 67,187
Customer deposits....................................................... (4,545) 6,697
Other assets............................................................ -- 14,085
Accounts payable and accrued expenses................................... (64,184) (105,429)
--------------- ----------------
Total adjustments..................................................... 672,399 91,221
--------------- ----------------
Net cash used in operating activities................................. (537,061) (185,938)
--------------- ----------------

Cash Flows From Investing Activities:

Net cash received in merger transaction, net of $380,000 cash paid........... -- 472,209
Purchase of property and equipment........................................... (24,835) (81,021)
--------------- ----------------
Net cash (used in) provided by investing activities..................... (24,835) 391,188
-------------- ----------------

Cash Flows From Financing Activities:

Principal repayment of notes payable......................................... (50,000) (175,000)
Net proceeds from line of credit, bank....................................... 132,560 --
Net proceeds from long-term debt............................................. 570,150 80,000
Net proceeds from bridge note................................................ 140,000 --
Proceeds from sale of common stock........................................... -- 273,775
Repayment of due to stockholder.............................................. -- (17,100)
--------------- ----------------
Net cash provided by financing activities.................................... 792,710 161,675
--------------- ----------------

Net increase in cash and cash equivalents.................................... 230,814 366,925
Cash and cash equivalents - beginning........................................ 366,925 --
--------------- ----------------
Cash and cash equivalents - ending........................................... $ 597,739 $ 366,925
=============== ================

Supplemental Disclosures of Cash Flow Information:
Cash paid during the years for -
Interest.................................................................. $ 45,913 $ 9,450
=============== ================
Taxes..................................................................... $ 15,160 $ 300
=============== ================

The accompanying notes are an integral part of these
consolidated financial statements

F-5

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 1 - MERGER AND ORGANIZATION OF ENTITIES

On March 19, 2002, effective as of March 1, 2002, Walker Financial Corporation
(formerly known as Walker International Industries, Inc.) and subsidiaries
("Walker") (which, until February 2004, through its wholly-owned subsidiary,
Kelly Color, Inc. ("Kelly Color"), operated in the film processing industry )
acquired all of the issued and outstanding common stock of American DataSource,
Inc. ("ADS") and National Preplanning, Inc. ("NPI") through a series of
simultaneous mergers. As discussed in Note 16, Kelly Color discontinued
operations in February 2004

In the merger with ADS, Walker issued to James N. Lucas, Sr., the sole
stockholder of ADS, 1,839,840 shares of common stock, and $325,000 in cash. In
addition, the Company issued 18% subordinated promissory notes to the sole
stockholder of ADS and his assignees in the aggregate principal amount of
$500,000 due November 30, 2002. These notes were held in escrow pending the
completion of a certain acquisition (as defined). The acquisition was not
completed by September 30, 2002, and accordingly the notes were canceled. ADS
provides trust administrative services to independent funeral homes, state
master trusts and companies that own funeral homes or cemeteries for pre-need
funeral and cemetery trust accounts.

In the merger with NPI, Walker issued to the stockholders of NPI a total of
2,725,730 shares of common stock. In addition, the Company issued 18%
subordinated promissory notes in the aggregate principal amount of $750,000, due
November 30, 2002. These notes were held in escrow pending the completion of a
certain acquisition (as defined). The acquisition was not completed by September
30, 2002, and accordingly the notes were canceled. Mitchell Segal, the
president, chief executive officer, and the owner of approximately 67.5% of the
outstanding shares of NPI, received 1,839,670 of the shares of common stock and
$506,221 principal amount of the notes. Mr. Segal also agreed to forego $304,000
of unpaid salary. NPI, which was a development stage company through February
28, 2002, is a managing general insurance agency and third party marketer of
prearranged death care services to corporations, unions and affinity groups.

Walker has agreed to register a total of 913,080 shares of common stock that was
issued in the ADS and NPI acquisitions for resale by the former stockholders of
ADS and NPI. Such 913,080 shares represent approximately 20% of the shares of
common stock that were issued in the two acquisitions.

The mergers were accounted for as purchase transactions, pursuant to the
guidance of Staff Accounting Bulletin Topic 2a issued by the Securities and
Exchange Commission (the "SEC"), whereby NPI not Walker was the accounting
acquirer. The historical financial statements prior to March 1, 2002 are those
of NPI. NPI has established a new basis for Walker and ADS assets and
liabilities based upon an allocation of the fair value of the merger. The
subordinated promissory notes were considered contingent consideration and would
have been recorded if the contingency would have been resolved. The adjustments
to reflect the fair values of the assets and liabilities of ADS and Walker
acquired by NPI in the merger transactions are as follows:

American DataSource, Inc.
Number of shares of common stock issued............ 183,984
Per share fair value of stock issued............... $ 2.69
---------------
Fair value of common stock ........................ $ 494,917
Cash .............................................. 325,000
---------------
Total purchase price.......................... $ 819,917
===============

F-6

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
(CONTINUED)

Fair value of net assets acquired -
Current assets............................................. $ 293,446
Property and equipment..................................... 401,933
Intangibles - customer list................................ 371,597
Liabilities assumed........................................ (247,059)
---------------
Fair value of net assets acquired.......................................... $ 819,917
================

Walker Financial Corporation

Number of shares of common stock outstanding [i]........................................ 228,271
Per share fair value of stock outstanding............................................... $ 2.69
----------------
Fair value of common stock.............................................................. $ 614,049
Merger costs ........................................................................... 55,000
-----------------
Total purchase price............................................................... $ 669,049
================

Fair value of net assets acquired -
Current assets............................................. $ 866,110
Property and equipment [ii]................................ --
Other assets [ii].......................................... --
Liabilities assumed........................................ (38,371)
---------------
Fair value of net identifiable assets acquired............................. $ 827,739
Negative goodwill [iii].................................................... (158,690)
----------------
$ 669,049

(i) The number of shares of common stock outstanding is net of 2,495,390 shares
of treasury stock which were retired as part of the merger transactions. (ii)
The excess of fair value of net assets acquired over the purchase price was
allocated first to reduce property and equipment and other assets to zero, then
to negative goodwill.

(iii) Negative goodwill was immediately reflected as an extraordinary gain in
the consolidated financial statements for the year ended December 31, 2002.

The pro forma unaudited condensed consolidated results of operations for the
year ended December 31, 2002, as if the mergers occurred on January 1, 2002, are
as follows:

Net sales.................................................................................... $ 2,319,757
Cost of sales................................................................................ 655,840
------------------
Gross profit.............................................................................. 1,663,917
Operating expenses........................................................................... 2,112,013
-----------------
Operating loss............................................................................ (448,096)
Extraordinary item........................................................................... 158,690
------------------
Net loss.................................................................................. $ (289,406)
==================

Basic and diluted net income per common share................................................ $ (0.04)
==================

Weighted average number of common shares outstanding......................................... 6,975,570
==================

F-7

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
(Continued)

This pro forma information does purport to be indicative of what would have
occurred had the mergers been completed as of January 1, 2002 or results which
may occur in the future.

Subsequent to the mergers, the Company changed its fiscal year end from November
30th to December 31st to correspond with the fiscal year end of NPI.

In November 2002, Walker changed its name from Walker International Industries,
Inc to Walker Financial Corporation.

In December 2002, the Company effectuated a stock dividend, whereby for each one
share of common stock held nine additional shares and were issued as a dividend.
The dividend has been deemed to be a significant stock dividend and pursuant to
applicable to Delaware state law the stock dividend was accounted for as in a
manner similar to a stock split. As a result of the stock dividend, the Company
has issued approximately 6.7 million shares of common stock. All share
information have been retroactively restated to January 1, 2001.

In December 2003, Stewart Enterprises, Inc., the third largest operator of
funeral homes in the United States, granted NPI exclusive marketing rights to
conduct pre-arrangement sales to members of certain affinity groups within a
number of jurisdictions in the states of California and Florida.

NOTE 2 - MANAGEMENT'S LIQUIDITY PLAN

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
(the "Kelly property"), as well as seeking to make strategic acquisitions. In
addition, the Company will attempt to raise addition 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 the
sale of the Kelly 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. There can be no assurance that the Company
will be successful in any of its plans as discussed in this paragraph. To the
extent that the Company is unsuccessful in its plans to increase its cash
position, the Company may find it necessary to curtail some of its operations
and possible future acquisitions.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS AND PRINCIPLES OF CONSOLIDATION

Commencing March 1, 2002, the Company began classifying its operations into two
business segments. ADS provides administrative services to independent funeral
homes, state Master Trust and companies that own funeral homes or cemeteries for
pre-need funeral and cemetery accounts. NPI plans to sell pre-arranged death
care plans as a voluntary benefit to corporations, unions and affinity groups,
and represents independent funeral homes in marketing the sale of pre-arranged
funerals. During the years ended December 31, 2002 NPI did not generate any
revenues.

Kelly Color operates a non-digital photographic development laboratory to the
photographic profession. In February 2004, the Company sold certain assets of
Kelly Color (see Note 15) and have discontinued operating in the non-digital
photographic development, accordingly no segment information is reported.

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 intercompany transactions and balances have
been eliminated in consolidation.

F-8

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
(Continued)

REVENUE RECOGNITION

ADMINISTRATIVE SERVICES

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.

FILM PROCESSING (DISCONTINUED OPERATIONS)

Revenue from the processing of film and the sale of photographic portraits is
recognized at the time of shipment to the customer.

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.

WEBSITE DEVELOPMENT COSTS

Website development costs consist principally of outside consultants and related
expenses. The Company follows the provisions of Emerging Issues Task Force
("EITF") Issue No. 00-2, "Accounting for Website Development Costs," which
provides guidance in accounting for costs incurred to develop a website. The
Company's website is being continually changed on a regular basis as the
business model continues to evolve. Accordingly, due to the uncertainty of the
Company's future product, these costs are expensed as incurred and are included
in website development costs in the accompanying financial statements.

RESEARCH AND DEVELOPMENT

Research and development costs are charged to expense as incurred.

F-9

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
(Continued)

STOCK OPTIONS AND SIMILAR EQUITY INSTRUMENTS

At December 31, 2003, the Company had a Equity Incentive Plan, which is
described more fully in Note 13. 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. No stock-based employee compensation cost is
reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the underlying common stock on the
date of grant. The following table illustrates the effect on net income and
earnings per share if the Company had applied the fair value recognition
provisions of SFAS 123 to stock-based employee compensation:

Years Ended December 31,
2003 2002
------------------ ------------------

Net loss as reported..................................................... $ (1,209,460) $ (277,159)
Deduct: Total stock-based employee compensation expense determined
under fair value-based method for all awards, net of related tax effect (8,005) (2,832)
------------------ ------------------
Pro forma (loss)......................................................... $ (1,217,465) $ (279,991)
================== ==================
Basic and diluted net loss per share as reported......................... $ (0.16) $ (0.04)
================== ==================
Basic and diluted pro forma net loss per share........................... $ (0.16) $ (0.04)
================== ==================

The fair value of options at date of grant was estimated using the Black-Scholes
fair value based method with the following weighted average assumptions:

Years Ended December 31,
--------------------------------
2003 2002
--------------- ---------------
Expected life (years)...................... 5 Years 10 Years
Interest rate.............................. 5.09% 5.40%
Annual rate of dividends................... 0.00% 0.00%

LOSS PER SHARE

The Company adopted the provisions of SFAS No. 128, "Earnings per Share" ("SFAS
128"), which 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 effect of the
shares issued in the NPI merger transaction on the Company has been given
retroactive application in the earnings per share calculation. All of the
Company's outstanding warrants to purchase 1,009,904 shares of the Company's
common stock at December 31, 2003 and 178,021 shares of the Company's common
stock at December 31, 2002 are not reflected in diluted earnings per share
because their effect would be anti-dilutive. Accordingly, basic and diluted
earnings per share are identical.

F-10

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
(Continued)

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.

At times during the year cash balances may exceed the maximum amounts insured by
the FDIC.

INVENTORIES (DISCONTINUED OPERATIONS)

Inventories consist of photographic film and related products and is valued at
lower of cost or market, determined on a first in/first out basis.

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 $18,922 and
$14,767 for the years ended December 31, 2003 and 2002, 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.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Carrying amounts of certain of the Company's financial instruments including
cash, approximate fair value due to their relatively short maturities. The
various notes payable are recorded at carrying value with terms as disclosed
elsewhere in the notes to financial statements. It is not practical to estimate
the fair value of these amounts because of the uncertainty of the timing of the
payments.

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.

F-11

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
(Continued)

At December 31, 2003, the Company has net operating loss carryforwards of
approximately $3,800,000 which expire through 2022. 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, 2003, the deferred
tax asset of approximately $1,300,000 has been offset by a valuation allowance
of $1,300,000, which increased by $300,000 in 2003.

NEW ACCOUNTING PRONOUNCEMENTS

In November 2002, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN45").
FIN 45 requires a company, at the time it issues a guarantee, to recognize an
initial liability for the fair value of obligations assumed under the guarantee
and elaborates on existing disclosure requirements related to guarantees and
warranties. The initial recognition requirements of FIN 45 are effective for
guarantees issued and modified after December 31, 2002, and adoption of the
disclosure requirements were effective for the Company beginning with the
quarter ended March 31, 2003. The adoption of FIN 45 did not have a material
impact on the Company's financial position and results of operations.

In January 2003, FASB issued Interpretation No. 46, "Consolidation of Variable
Interest Entities" ("FIN 46"), an interpretation of Accounting Research Bulletin
No. 51. FIN 46 expands upon and strengthens existing accounting guidance that
addresses when a company should include in its financial statements the assets,
liabilities and activities of another entity. A variable interest entity is any
legal structure used for business purposes that either does not have equity
investors with voting rights or has equity investors that do not provide
sufficient financial resources for the entity to support its activities. FIN 46
requires a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the variable interest
entity's activities or entitled to receive a majority of the entity's residual
returns or both. The consolidation requirements of FIN 46 apply immediately to
variable interest entities created after January 31, 2003. The consolidation
requirements apply to older entities in the first fiscal year or interim period
beginning after June 15, 2003. However, in December 2003, FASB deferred the
latest date by which all public entities, which meet the definition of small
business issuer under SEC Regulation S-B ("Public SB's), must apply FIN 46 to
the first interim or annual reporting period ended after December 15, 2004. The
effect of the adoption of this new accounting pronouncement is not expected to
have a significant impact on the Company financial statements.

o SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities" ("SFAS 146"), provides guidance on the recognition and measurement
of liabilities for costs associated with exit or disposal activities. The
provisions of SFAS 146 are effective for exit or disposal activities that are
initiated after December 31, 2002. The Company implemented this standard
effective January 1, 2003 with no material impact to the Company's financial
statements.

o In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" ("SFAS 149"), which is effective
for contracts entered into or modified after June 30, 2003. SFAS 149 amends FASB
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities," to clarify financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts. The effect of the adoption of this new accounting pronouncement on
Company's financial statements has not been significant.

In May 2003, FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity" ("SFAS 150"),
which is effective for financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the begriming of the first interim
period beginning after June 15, 2003. SFAS 150 establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability. The
adoption of SFAS 150 did not have a material effect on the Company's financial
statements.

F-12

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
(Continued)

INTANGIBLES

Intangibles consist of a customer list obtained in the merger with ADS. The
customer list was recorded at its estimated fair value at the merger date and is
being amortized using the greater of the income forecast method or straight-line
method over its estimated useful life of three years. Amortization expense for
the year ended December 31, 2003 and 2002 was approximately $93,000 and
$104,000, respectively.

The customer list consisted of one customer. During the fourth quarter 2003 the
Company ceased doing business with the customer and wrote down the asset to $0.
Accordingly the Company recorded an impairment charge of approximately $175,000.

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.

NOTE 4 - INVENTORIES (DISCONTINUED OPERATIONS)

Inventories consist of the following at December 31, 2003:

2003
------------------
Raw materials.......................................... $ 25,690
Work-in-process........................................ 1,008
------------------
$ 26,698
==================

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of December 31, 2003:

Estimated
2003 Useful Life
----------------- ------------------
Equipment................................ $ 72,372 3-5 years
Developed software....................... 432,938 3-5 years
Leasehold improvements................... 21,357 5 years
-----------------
526,667
Less: accumulated depreciation........... (159,112)
-----------------
Property and equipment, net.............. $ 367,555
=================

Depreciation and amortization expense for the years ended December 31, 2003 was
$109,179.

F-13

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
(Continued)

NOTE 6 - LINE OF CREDIT, BANK

In July 2002, the Company entered into a new 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%, expiring on July
3, 2004. There was $132,560 outstanding under the Line of Credit as of December
31, 2003. The Line of Credit is collateralized by a building owned by the
Company that is located in North Carolina.

NOTE 7 - NOTE PAYABLE AND ACCRUED INTEREST

On March 15, 2000, NPI obtained a $150,000 loan and issued a $150,000 note
payable with interest due at 6% per annum. Interest and principal was originally
due on June 14, 2001 (which was subsequently extended to June 30, 2002 and,
thereafter, to June 30, 2003). In connection with such loan, NPI issued a
warrant that, as a result of the NPI merger, entitled the lender to purchase
71,450 shares of the Company's common stock with an exercise price of $3.32. The
Company estimated that the warrant had a fair value of $66,000 using the
Black-Scholes option pricing model. Accordingly, the amount was recorded as a
deferred debt discount and will accrete the discount over the life of the note.

In exchange for the extension of the due date to June 30, 2002, the Company
agreed to reduce the exercise price from $3.22 to $0.25, resulting in an
increase to the fair value of warrant of $27,360, which accreted to interest
expense through June 30, 2002

On June 30, 2003, the Company granted the note holder an additional warrants to
purchase 128,550 shares of the Company's common stock and re-priced existing
warrants to purchase an additional 71,450 shares of the Company's common stock
previously issued to the holder, all in connection with the holder's agreement
not to demand repayment of such indebtedness prior to November 1, 2003. The
newly issued warrants and the re-priced warrants entitle the holder to purchase
one share of the Company's common stock per warrant at any time prior to March
15, 2006 at a purchase price of $0.15 per share. The estimated fair value of the
newly issued warrants is $38,067, using the Black-Scholes option-pricing model.
The estimated fair value of the re-priced warrants is $20,704, using the
Black-Scholes option-pricing model. These warrants have been recorded as
additional deferred debt discount and interest will accrete over the extended
life of the long-term debt. Interest expense accreted during the year ended
December 31, 2003 was $58,771. As of December 31, 2003, the balance due under
this note was $133,375, including accrued interest.

On March 1, 2004, the Company began repayment of this note under a repayment
plan calling for payments as follows:

Due Date Amount
- -------- ------
March 1, 2004........................................... $ 10,000
April 1, 2004........................................... 15,000
May 1, 2004............................................. 20,000

Beginning June 1, 2004, the repayment plan requires minimum monthly payments of
$10,000 until the entire note is repaid in full, which is scheduled to occur on
March 1, 2005.

F-14

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
(Continued)

NOTE 8 - BRIDGE NOTE

On July 25, 2003, the Company issued to one individual a 11% Secured
Subordinated Promissory Note in the principal amount of $165,000 (the "Bridge
Note") and five year warrants (the "Bridge Warrants") to purchase 25,000 shares
of Common Stock at an exercise price of $0.28 per share. The estimated fair
value of the Bridge Warrants is $9,500, using the Black-Scholes option-pricing
model. The fair value of the Bridge Warrants has been recorded as a deferred
debt discount and interest will accrete over the life of the Bridge Note. The
Bridge Note has a maturity date of January 2, 2005 and is secured by all of the
assets of the Company, senior to all other debt of the Company other than the
mortgage collateralizing the Line of Credit. The Company received gross proceeds
of $165,000 in connection with the issuance of the Bridge Note and paid a
finder's fee to a registered broker-dealer of $21,450 and the issuance of
additional warrants (the "Finder's Bridge Warrants") to purchase 35,000 shares
of Common Stock at an exercise price of $0.28 per share. The estimated fair
value of the Finder's Bridge Warrants is $13,300, using the Black-Scholes
option-pricing model. The fair value of the Finder's Bridge Warrants has been
recorded as a deferred financing cost and will be amortized over the life of the
Bridge Note. The Company incurred other costs related to the issuance of the
Bridge Note, Bridge Warrants and Finder's Bridge Warrants aggregating to
approximately $11,000. The holder of the bridge note participated in the
Company's private placement discussed in Note 11 to these consolidated financial
statements and the principal amount of the bridge note was utilized by the
holder to purchase a new note in the private placement. Accordingly, the Company
expensed the remaining deferred financing costs at the date of surrender of the
Bridge Note for the new note issued pursuant to the private placement.

NOTE 9 - ISSUANCE OF WARRANTS AND OPTION

During the year ended December 31, 2003, the Company issued warrants and an
option as follows:

o The Company ratified the issuance, as of November 25, 2002, of 31,463 warrants
to a consultant for services rendered. These warrants entitle the holder to
purchase one share of Common Stock per warrant at any time prior to November 25,
2005 at a purchase price of $0.30 per share.

o The Company issued 400,000 warrants in connection with the retention of an
investor relations consultant. These warrants entitle the holder to purchase one
share of Common Stock per warrant at any time prior to October 1, 2008 at a
purchase price of $0.28 per share. The estimated fair value of these warrants is
$116,000, using the Black-Scholes option-pricing model. In December 2003, the
Company terminated its relationship with this consultant. Accordingly, the
Company recorded $116,000 of consulting expense at December 31, 2003.

o The Company issued 15,000 warrants in connection with the retention of a
registered broker-dealer to act as placement agent (the "Placement Agent") for
the private placement of Company securities discussed in Note 11 to these
consolidated financial statements. These warrants entitle the holder to purchase
one share of Common Stock per warrant at any time prior to June 13, 2008 at a
purchase price of $0.28 per share. The estimated fair value of these warrants is
$5,700, using the Black-Scholes option-pricing model. The estimated fair value
of these warrants has been recorded as a deferred financing cost and will be
amortized over the life of the Bridge Note. The Company is required to issue
additional warrants to the Placement Agent upon the successful completion of the
private placement.

o The Company issued a total of 60,000 Bridge Warrants in connection with the
sale of the Bridge Note discussed in Note 9 to these consolidated financial
statements. The Placement Agent received 35,000 Bridge Warrants as the finder's
fee in connection with the sale of the Bridge Note. Each Bridge Warrant entitles
its holder to purchase one share of Common Stock at any time prior to July 25,
2008 at a purchase price of $0.28 per share.

o The Company granted, under the Company's 2002 Equity Incentive Plan, an
employee an option to purchase 25,000 shares of Common Stock at any time prior
to October 2, 2008 at a purchase price of $0.30 per share.

F-15

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
(Continued)

NOTE 10 - RELATED PARTY TRANSACTIONS

DUE TO STOCKHOLDERS

This balance represents advances made by two individuals that are stockholders
of the Company (one is also an officer), which are non-interest bearing and have
no definitive repayment terms.

DUE FROM AFFILIATE

This balance represents an advance made to an affiliate of the Company, which is
non-interest-bearing and is due on demand.

NOTE 11 - LONG-TERM DEBT

In December 2003, the Company issued in aggregate $845,000 10% Senior
Subordinate Secured Convertible Promissory Notes (each, a "10% Note") of the
Company in a private placement. The Company received net proceeds in the amount
of $570,150, after payment of the placement agent's commission and
non-accountable expense allowance and other expenses of the private placement.
Each 10% Note shall bear interest at the rate of 10% per annum, payable
semi-annually, and mature in December 2006. The 10% Notes shall be secured by a
security interest in all of the assets of the Company. The 10% Notes may be
pre-paid, in whole or part, at any time, at the sole discretion of the Company
and shall be subject to mandatory re-payment upon the occurrence of specified
events (as defined). Each record holder of a 10% Note shall have the right to
convert all or any portion of the amount outstanding under the 10% Note into
Common Stock at a conversion price (subject to adjustment) of $0.71 per share
through the second anniversary of the closing date or $1.25 thereafter. In
addition, the outstanding amount of the 10% Notes shall be subject to automatic
conversion, at the conversion price then in effect, if the market price of the
Common Stock equals or exceeds $3.00 for any twenty consecutive trading days and
certain other conditions are then in effect.

The placement agent received a cash commission of $86,500 and a non-accountable
expense allowance of $18,400 in connection with its private placement services.
In addition, the Company issued to the placement agent warrants to purchase
264,063 shares of the Company's common stock. Each of these warrants entitles
its holder to purchase one share of Common Stock at an exercise price of $0.28
per share. These warrants shall be exercisable through the third anniversary of
the private placement closing date. The estimated fair value of these warrants
is $105,625 using the Black-Scholes option-pricing model. The estimated fair
value of these warrants along with the cash fee and non-accountable expense
allowance has been recorded as a deferred financing cost and will be amortized
over the life of the 10% Notes.

Each of the holders of the 10% Notes have been granted certain registration
rights that required the Company, within one month following the initial sale
and issuance of the 10% Notes to file a registration statement under the
Securities Act registering for resale the shares of the Company's common stock
issuable upon conversion of the holder's 10% Note. The Company further is
required to use its best efforts to cause such registration statement to become
effective within five months following the initial sale and issuance of the 10%
Notes. In the event that the registration statement has not been declared
effective within five months following the initial sale and issuance of the 10%
Notes, or the effectiveness of the registration statement is thereafter
suspended for a period in excess of two months, in either case, due to the
Company not having used its commercially best efforts, the Company shall pay a
monthly penalty to each holder of a 10% Note equal to 1.5% of the average
outstanding principal amount of the 10% Note for the immediately preceding
month. The Company is required to keep such registration statement effective for
a nine-month period. In addition to such required registration, the Company also
has granted the holders of the 10% Notes one demand and an unlimited number of
piggyback registration rights, exercisable through the fifth anniversary of the
initial sale and issuance of the 10% Notes. The initial sale and issuance of the
10% Notes occurred on December 5, 2003. As of March 10, 2004, the Company has
not filed any registration statement as contemplated by the registration rights
granted to the holders of the 10% Notes.

F-16

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
(Continued)

NOTE 12 - ECONOMIC DEPENDENCY

MAJOR CUSTOMER

During the year ended December 31, 2003 and 2002, the Company had sales of
$800,123 (48%) and $855,197 (44%), respectively to one customer. At December 31,
2003 and 2002, respectively, approximately $0 and $78,000, respectively was due
from this customer and included accounts receivable. During the fourth quarter
of the year ended December 31, 2003 this customer ceased doing business with the
Company.

NOTE 13 - 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.

COMMITMENTS

The Company has entered into an employment agreement with Mitchell Segal to
serve as the Company's president and chief executive officer through December
31, 2005. Under Mr. Segal's employment agreement, the Company will pay Mr. Segal
an annual base salary of $200,000 for 2003, 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 also has entered into an employment agreement with Peter Walker to
serve as president of the Company's Kelly Color Laboratories, Inc. subsidiary
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
does not require Mr. Walker to devote a minimum number of hours to the business
of Kelly Color. Mr. Walker's employment agreement does require the Company to
use the Company's best efforts to cause Mr. Walker to be nominated for election
to the Company's 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

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.

F-17

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
(Continued)

OPERATING LEASE ARRANGEMENTS

On May 8, 2002, ADS entered into a non-cancelable operating lease for its
facilities located in Houston, Texas expiring in June 2005.

Walker leases office space under a non-cancelable operating lease expiring in
May 2004.

Future minimum rental payments under the above non-cancelable operating leases
as of December 31, 2003 are as follows:

Year Ending
December 31, Amount
- ------------- --------------
2004 $ 110,000
2005 54,000
--------------
$ 164,000

Rental expense for the years ended December 31, 2003 and 2002 was approximately
$102,000 and $77,000, respectively.

NOTE 14 - EQUITY INCENTIVE PLAN

On September 18, 2002, the stockholders of the Company approved the 2002 Equity
Incentive Plan. The plan reserves 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).

At December 31, 2002 the Company issued ten year options to purchase 7,150
shares of common stock at fair market value at the date of grant to an outside
director of the Company. Such options are exercisable at the date of grant. On
January 1, 2003, the Company issued a ten year options to purchase 7,150 shares
of common stock at fair market value at the date of grant to an outside director
of the Company. Such options are exercisable at the date of grant.

F-18

NOTE 15 - DISCONTINUED OPERATIONS

As discussed in Note 2 to these financial statements, subsequent to December 31,
2003, the Company discontinued the operations of Kelly Color in February 2004
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 has reported that Kelly Color as discontinued
operations effective December 31, 2003 in its balance sheet and its statement of
operations for the years December 31, 2003 and 2002. Any remaining assets and
liabilities of Kelly Color will be shown as assets and liabilities of
discontinued operations until such assets are and liabilities are either sold or
otherwise disposed of.

At December 31, 2003, the discontinued assets and liabilities of Kelly Color
are:

Assets -

Accounts receivable $ 4,631
Inventories 26,698
Prepaid expenses and other current assets 12,054

Fixed assets 21,056
-------

Total Assets $64,439
=======

Liabilities -

Accounts payable and accrued expenses $27,869

Customer deposits 2,152
-------

Total Liabilities $30,021
=======

The results of discontinued operations for the years ended December 31, 2003 and
2002 are:

The year The year
ended December ended December
31, 2003 31, 2002
--------- ---------
Revenues $ 664,326 $ 787,928
Cost of revenues 548,362 534,548
Operating expenses 303,456 288,615
Extraordinary gain -- 158,690
--------- ---------
Net loss $(187,492) $ 123,455
========= =========

F-19

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)

September 30, 2004

ASSETS

Current assets -
Cash and cash equivalents................................. $ 100,227
Accounts receivable....................................... 23,264
Assets of discontinued operations......................... 33,518
Prepaid expenses and other current assets................. 8,256
-----------------
Total current assets................................... 165,265
Property and equipment, net................................. 284,264
Deferred financing costs.................................... 162,017
-----------------
Total assets........................................ $ 611,546
=================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities -

Accounts payable and accrued expenses..................... $ 79,771
Liabilities of discontinued operations.................... 24,522
Line of credit, bank...................................... 143,423
Notes payable and accrued interest........................ 113,723
Bridge notes and accrued interest, net of deferred debt
discount of $18,750...................................... 235,543
Advance from officer/stockholder.......................... 50,000
10% Senior Subordinated Secured Convertible Promissory
Notes Due 2006 and accrued interest...................... 911,618
-----------------
Total current liabilities.............................. 1,558,600
Stockholders' deficiency -
Common stock, par value $.10 per share; 100,000,000
authorized; 8,461,510 shares issued and outstanding...... 846,151
Additional paid-in capital................................ 3,713,430
Accumulated deficit....................................... (5,506,635)
-----------------
Total stockholders' deficiency......................... (947,054)
-----------------
Total liabilities and stockholders' deficiency...... $ 611,546
=================

See notes to condensed consolidated financial statements

F-20

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,

--------------------------- ---------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
Net sales............. $ 55,586 $ 340,889 $ 156,377 $ 981,295
Operating expenses.... 437,710 440,159 1,288,917 1,354,937
------------ ------------ ------------ ------------
Operating loss...... (382,124) (99,270) (1,132,540) (373,642)
Interest (expense).... (71,827) (51,519) (123,743) (55,819)
------------ ------------ ------------ ------------
Loss from continuing
operations........... (453,951) (150,789) (1,256,283) (429,461)
(Loss) income from
discontinued
operations........... (508) 27,513 (61,995) (71,557)
------------ ------------ ------------ ------------
Net loss......... $ (454,459) $ (123,276) $(1,318,278) $ (501,018)
============ ============ ============ ============

Per share data - basic
and diluted
(Loss) from continuing
operations........... $ (0.06) $ (0.02) $ (0.16) $ (0.06)

(Loss) from
discontinuing
operations........... $ 0.00 $ 0.00 $ (0.01) $ (0.01)
----------- ------------ ------------ ------------
$ (0.06) $ (0.02) $ (0.17) $ (0.07)
============ ============ ============ ============
Weighted average
number of common
shares outstanding... 7,733,032 7,501,510 7,612,860 7,501,510
============ ============ ============ ============

See notes to condensed consolidated financial statements

F-21

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine Months Ended
September 30,
---------------------------
2004 2003
------------ ------------
Cash Flows From Operating Activities:

Net cash used in operating activities............ (913,804) (276,568)
------------ ------------

Cash Flows From Investing Activities:

Purchase of property and equipment.................. (14,806) (35,235)
------------ ------------
Net cash used in provided by investing activities (14,806) (35,235)
------------ ------------

Cash Flows From Financing Activities:

Principal repayment of notes payable................ (19,652) --
Net proceeds from line of credit, bank.............. 10,863 136,809
Proceeds from bridge notes.......................... 250,000 140,000
Advances from officer/stockholder................... 50,000 --
Proceeds from sale of common stock.................. 150,000 --
------------ ------------
Net cash provided by financing activities........ 441,211 276,809
------------ ------------

Net decrease in cash and cash equivalents........... (487,399) (34,994)
Cash and cash equivalents - beginning............... 587,626 366,925
------------ ------------
Cash and cash equivalents - ending.................. $ 100,227 $ 331,931
----------- ------------

Supplemental Disclosures of Cash Flow Information -
Cash paid during the periods for:
Interest......................................... $ 2,527 $ --
============ ============

See notes to condensed consolidated financial statements

F-22

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION

On March 19, 2002, effective as of March 1, 2002, Walker Financial Corporation
(formerly known as Walker International Industries, Inc.) and subsidiaries
("Walker") (which, until February 2004, through its wholly-owned subsidiary,
Kelly Color, Inc. ("Kelly Color"), operated in the film processing industry )
acquired all of the issued and outstanding common stock of American DataSource,
Inc. ("ADS") and National Preplanning, Inc. ("NPI") through a series of
simultaneous mergers. As discussed in Note 11, Kelly Color discontinued
operations in February 2004.

Subsequent to the mergers, the Company changed its fiscal year end from November
30th to December 31st to correspond with the fiscal year end of NPI.

In November 2002, Walker changed its name from Walker International Industries,
Inc to Walker Financial Corporation.

BASIS OF PRESENTATION

The condensed consolidated financial statements have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the accompanying condensed
consolidated financial statements include all adjustments (consisting of normal,
recurring adjustments) necessary to make the Company's financial position,
results of operations and cash flows not misleading as of September 30, 2004 and
for all periods presented. The results of operations for the three and nine
months ended September 30, 2004 are not necessarily indicative of the results of
operations for the full year or any other interim period. These financial
statements should be read in conjunction with the audited financial statements
and notes thereto included herein.

NOTE 2 - MANAGEMENT'S LIQUIDITY PLAN

The accompanying unaudited 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 nine months ended September 30, 2004, the Company incurred a
net loss of $1,164,578 and had a working capital deficiency of $1,393,335.

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
(the "Kelly property"), 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 the
sale of the Kelly 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. During the nine months ended September 30,
2004, the Company sold 750,000 shares of Company common stock for an aggregate

F-23

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)
(Continued)

purchase price of $150,000 (see Note 7) and issued bridge notes in the principal
amount of $250,000 (see Note 6). 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 some of 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 - SELECTED SIGNIFICANT ACCOUNTING POLICIES

LOSS PER SHARE

The Company adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings per Share." SFAS No. 128 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.

September 30,
---------------------------
2004 2003
------------ ------------
Options............................................. 52,170 --
Warrants............................................ 1,169,906 178,021
Convertible debt.................................... 1,283,969 --
------------ ------------
2,493,873 178,021
============ ============
STOCK-BASED COMPENSATION

STOCK OPTIONS AND SIMILAR EQUITY INSTRUMENTS

At September 30, 2004, the Company had a Equity Incentive Plan, which is
described more fully in Note 13. 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. No stock-based employee compensation cost is
reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the underlying common stock on the
date of grant. The following table illustrates the effect on net income and
earnings per share if the Company had applied the fair value recognition
provisions of SFAS 123 to stock-based employee compensation:

F-24

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)
(Continued)

Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- ---------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
Net loss, as reported. $ (454,459) $ (123,076) $(1,318,278) $ (501,018)
Deduct: Total
stock-based employee
compensation expense
determined under fair
value-based method
for all awards, net
of related tax effect -- -- -- --
------------ ------------ ------------ ------------
Pro forma loss........ $ (454,459) $ (123,076) $(1,318,278) $ (501,018)
============ ============ ============ ============

Basic and diluted net
loss per share, as
reported............. $ (0.06) $ (0.02) $ (0.17) $ (0.07)
============ ============ ============ ============
Basic and diluted pro
forma net loss per
share................ $ (0.06) $ (0.02) $ (0.17) $ (0.07)
============ ============ ============ ============

NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), an interpretation of Accounting Research
Bulletin No. 51. FIN 46 expands upon and strengthens existing accounting
guidance that addresses when a company should include in its financial
statements the assets, liabilities and activities of another entity. A variable
interest entity is any legal structure used for business purposes that either
does not have equity investors with voting rights or has equity investors that
do not provide sufficient financial resources for the entity to support its
activities. FIN 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. The consolidation requirements of FIN 46
apply immediately to variable interest entities created after January 31, 2003.
The consolidation requirements apply to older entities in the first fiscal year
or interim period beginning after June 15, 2003. However, on October 8, 2003,
FASB deferred the latest date by which all public entities which are small
business issuers must apply FIN 46 to the first reporting period ended after
December 15, 2004. The effect of the adoption of this new accounting
pronouncement on the Company's financial statements will not be significant.

F-25

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)
(Continued)

NOTE 4 - LINE OF CREDIT, BANK

In July 2002, the Company entered into a new 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%, expiring on July
3, 2004. There was $143,423 outstanding under the Line of Credit as of September
30, 2004. The Line of Credit is collateralized by a building owned by the
Company that is located in North Carolina.

The Line of Credit was modified in June 2004 and, as modified, requires monthly
payments of $1,225, commencing on July 21, 2004, and a final payment of the
outstanding balance on June 21, 2005.

NOTE 5 - 10% SENIOR SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTES

In December 2003, the Company sold and issued 10% Senior Subordinated Secured
Convertible Promissory Notes (the "10% Promissory Notes") in the aggregate
principal amount of $845,000 and due in December 2006. The proceeds raised from
sale and issuance of the 10% Promissory Notes have been used to fund the
Company's working capital and capital expenditure requirements. The 10%
Promissory Notes are convertible into shares of the Company's common stock at
$0.71 per share through December 5, 2005 and $1.25 thereafter.

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

The 10% Promissory Notes required an interest payment on July 1, 2004 in the
aggregate amount of $49,057. The Company has failed to remit such interest
payment to the holders of the 10% Promissory Notes. The failure to pay such
interest payment is an "event of Default" under the 10% Promissory Notes,
although the holders of the 10% Promissory Notes have not given notice to the
Company of such event of Default. The occurrence of an event of Default would
result in the interest rate on the 10% Promissory Notes to be increased to 12%
per annum. The Company has 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 the Company's 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 Company has not tendered such shares as of
September 30, 2004.

The 10% Promissory Notes also prohibited additional borrowings by the Company,
from any source, without the prior approval of the placement agent for the 10%
Promissory Notes or the holders of a majority of the aggregate principal amount
of the 10% Promissory Notes. As discussed in Note 6 to these unaudited
consolidated condensed financial statements, in May and August 2004, the Company
borrowed an aggregate of $250,000. Further, as discussed in Note 7 to these
unaudited consolidated condensed financial statements, in July 2004, the Company
borrowed an additional $50,000 from an officer/stockholder.

F-26

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)
(Continued)

In October 2004, the Company offered to the holders of the 10% Promissory Notes
one share of Company common stock for each $0.30 of principal evidenced by the
10% Promissory Notes and one share of Company common stock for each $0.23 of
accrued interest due under the 10% Promissory Notes through September 30, 2004
in exchange for the holders waiving substantially all of their rights under the
10% Promissory Notes. The Company did agree to (a) use its best efforts to
expeditiously register for resale the shares that the holders of the 10%
Promissory Notes would receive in such exchange and (b) issue additional shares
to the holders in the event that the Company issued shares to certain third
parties for consideration less than $0.30 at any time prior to December 4, 2006.
As of November 17, 2004, the holders of 10% Promissory Notes in the aggregate
principal amount of $795,000 had indicated their desire to accept the Company's
offer of exchange. Accordingly, the Company shall issue a total of 2,938,043
shares of Company common stock upon consummating the offer of exchange with such
holders of the 10% Promissory Notes (or 3,122,845 shares of Company common
stock, if all of the holders of the 10% Promissory Notes accept the Company's
offer of exchange). The Company will record a debt conversion expense based upon
the value of the additional shares issued as a result of reducing the conversion
price upon consummating the offer of exchange.

NOTE 6 - NOTES PAYABLE AND BRIDGE NOTES

NOTES PAYABLE

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 the Company 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 Notes to
$0.45 per share. The reduction in the exercise price of these warrants has
resulted in a reduction in the conversion price of the 10% Promissory Notes to
$0.45.

BRIDGE NOTES

In May 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 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 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 this promissory
note. In August 2004, the due date of such promissory note was extended to no
later than January 2, 2005.

In August 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 will accrete to interest expense over the life of this promissory
note.

NOTE 7 - ADVANCE FROM OFFICER/STOCKHOLDER

In July 2004, an officer and stockholder advanced the Company $50,000. The
advance is non-interest bearing and has no definitive repayment terms.

F-27

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)
(Continued)

NOTE 8 - STOCKHOLDERS' DEFICIENCY

During the nine months ended September 30, 2004, the Company sold and issued an
aggregate of 750,000 shares of the Company's common stock for gross proceeds of
$150,000.

On July 26, 2004, the Company entered into a term sheet that contemplates 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. This reimbursement payment has been
recorded as an expense.

Subsequent to September 30, 2004, the Company sold 250,000 shares of Company
common stock for gross proceeds of $50,000.

NOTE 9 - CONSULTING AGREEMENT

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 our common stock
and an option to purchase an additional 50,000 shares of the Company's 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.

NOTE 10 - COMMITMENT AND CONTINGENCIES

LITIGATION

COMMITMENTS

The Company has entered into an employment agreement with Mitchell Segal to
serve as the Company's president and chief executive officer through December
31, 2005. Under Mr. Segal's employment agreement, the Company was obligated to
pay Mr. Segal an annual base salary of $200,000 for 2002, 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 is paying Mr.
Segal an annual base salary of $220,000 for 2004.

F-28

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)
(Continued)

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

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.

NOTE 11 - SEGMENT REPORTING AND DISCONTINUED OPERATIONS

On February 4, 2004, the Company sold certain assets of Kelly Color and
discontinued operating in the film processing segment. Accordingly, 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 condensed consolidated financial statements,
the operations of Kelly Color are reported as discontinued operations. At
September 30, 2004, the discontinued assets and liabilities of Kelly Color are:

Assets -

Prepaid expenses and other current assets.......... $ 12,712
Fixed assets....................................... 20,806
-------------
Total assets................................... $ 33,518
=============

Liabilities -

Accounts payable and accrued expenses.............. $ 24,522
-------------
Total liabilities.............................. $ 24,522
=============

F-29

WALKER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)
(Continued)

The results of discontinued operations for the three and nine months ended
September 30, 2004 and 2003 are:

Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- ---------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
Revenues.............. $ -- $ 170,555 $ 47,269 $ 511,444
Cost of revenues...... -- (102,027) (80,847) (378,951)
Operating expenses.... (508) (41,015) (28,415) (204,050)
------------ ------------ ------------ ------------
Net (loss) income... $ (508) $ 27,513 $ (61,995) $ (71,557)
============ ============ ============ ============

NOTE 12 - SUBSEQUENT EVENTS

In October 2004, the Company entered into two separate consulting agreements
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 Company had issued an aggregate of
800,000 shares to the consultants, as of November 17, 2004.

In November 2004, the Company entered into a common stock purchase agreement
with Fusion Capital Fund II, LLC, pursuant to which Fusion Capital has agreed to
purchase, subject to certain conditions, $6.0 million of common stock to be
purchased over a twenty-four month period.

In January 2005, the Company issued 2,936,890 shares of our common stock to
seventeen accredited investors, upon conversion of the 10% Senior Subordinated
Secured Convertible Promissory Notes, which had a maturity date of December 5,
2006.

In February 2005, the Company completed a private placement in which the Company
sold and issued to a total of twelve accredited investors in a private placement
10% Convertible Promissory Notes in the aggregate principal amount of $375,000.
These notes were sold at their face value. Each of these 10% notes, which has a
maturity date of January 21, 2006, is convertible, at the option of its holder,
into our common stock at any time prior to the maturity date at the conversion
rate (subject to adjustment) of one share of common stock for every $0.71 of
principal and accrued interest converted. The noteholders also received
three-year warrants to purchase an aggregate of 125,000 shares of our common
stock, exercisable at $0.71 per share.

F-30

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth an itemization of all estimated
expenses, all of which we will pay, in connection with the issuance and
distribution of the securities being registered:

NATURE OF EXPENSE AMOUNT

SEC Registration fee $ 1,062.06
Accounting fees and expenses 10,000.00*
Legal fees and expenses 35,000.00*
Miscellaneous 3,937.94
-----------
TOTAL $ 50,000.00*
===========

* Estimated.

II-1

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

In March 2002, we issued to the former stockholder of American
DataSource, Inc. and his designees an aggregate of 183,984 shares of our common
stock and our 18% subordinated promissory notes in the aggregate principal
amount of $500,000 in connection with our acquisition of American DataSource.

In March 2002, we issued to the former stockholders of National
Preplanning, Inc. an aggregate of 272,573 shares of our common stock and our 18%
subordinated promissory notes in the aggregate principal amount of $750,000 in
connection with our acquisition of National Preplanning.

In January 2002, we acquired 3,000 shares of our common stock from a
trust in which our then president, Peter Walker, served as a trustee. The
purchase price for these shares was $4,822. Mr. Walker disclaims beneficial
ownership of these shares and the proceeds of their sale.

Payment of the subordinated promissory notes issued in the American
DataSource and National Preplanning acquisitions is subject to our acquisition
of an unaffiliated investment management and technology company serving the
funeral and cemetery industry. These notes are being held in escrow until the
unaffiliated party acquisition is completed or abandoned. The notes will be
delivered to their respective registered owners if we complete this unaffiliated
party acquisition. The notes will be returned to us for cancellation if such
acquisition is abandoned or does not occur on or before September 30, 2002. We
have the right to deliver a total of 187,570 shares of our common stock in full
satisfaction of the promissory notes we issued in the American DataSource
acquisition and a total of 277,870 shares in payment of the promissory notes we
issued in the National Preplanning acquisition. The promissory notes were issued
as part of the consideration in the two acquisitions in order to provide for the
contingency that we may be able to complete the unaffiliated party acquisition
within certain parameters. Although National Preplanning has had previous
discussions with the acquisition candidate, we have not entered into a
definitive agreement or letter of intent to acquire such unaffiliated party, and
we may not acquire that company by September 30, 2002, or at all. As a
consequence, the notes were cancelled and abandoned.

In June 2002, we issued 2,860 shares of our common stock to one
individual for consideration of $25,000.

In July 2002, we issued 11,000 shares of our common stock to our
outside legal counsel as settlement of $10,000 in professional fees.

In October 2002, we issued, to a single individual, 31,463 shares of
our common stock for the consideration of $188,778.

We issued 128,550 warrants to the holder of indebtedness of ours in the
principal amount of $150,000 and repriced an additional 71,450 warrants
previously issued to the holder, all in connection with the holder's agreement
not to demand repayment of such indebtedness prior to November 1, 2003. These
newly issued warrants and the repriced warrants entitle the holder to purchase
one share of Common Stock per warrant at any time prior to March 15, 2006 at a
purchase price of $0.15 per share. The issuance and repricing of these warrants
was effective October 2, 2003.

On October 2, 2003, we ratified the issuance, as of November 25, 2002,
of 31,463 warrants to a consultant for services rendered. These warrants entitle
the holder to purchase one share of Common Stock per warrant at any time prior
to November 25, 2005 at a purchase price of $0.30 per share.

We issued 400,000 warrants in connection with the retention of an
investor relations consultant. These warrants entitle the holder to purchase one
share of Common Stock per warrant at any time prior to October 1, 2008 at a
purchase price of $0.28 per share. The issuance of these warrants was effective
October 2, 2003.

We issued 15,000 warrants in connection with the retention of a
registered broker-dealer to act as Placement Agent for a private placement of
our securities. These warrants entitle the holder to purchase one share of
Common Stock per warrant at any time prior to June 13, 2008 at a purchase price
of $0.28 per share. The issuance of these warrants was effective June 14, 2003.

II-2

We issued a total of 60,000 warrants in connection with the sale of a
Bridge Note. The Placement Agent received 35,000 warrants as the finder's fee in
connection with the sale of the Bridge Note. Each of these warrants entitles its
holder to purchase one share of Common Stock at any time prior to July 25, 2008
at a purchase price of $0.28 per share. The issuance of these warrants was
effective July 26, 2003.

On October 2, 2003, we granted, under our 2002 Equity Incentive Plan,
an employee an option to purchase 25,000 shares of Common Stock at any time
prior to October 2, 2008 at a purchase price of $0.30 per share.

We sold and issued to a total of eighteen accredited investors, in a
private placement completed in December 2003, 10% Senior Subordinated Secured
Convertible Promissory Notes in the aggregate principal amount of $845,000.
These notes were sold at their face value. Each of these 10% notes, which has a
maturity date of December 5, 2006, is convertible, at the option of its 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.

We issued to Strasbourger, a registered broker-dealer, a total of
264,063 warrants to purchase our common stock in connection with the sale and
issuance of the 10% Notes. Strasbourger acted as placement agent for the
issuance and sale of our 10% Notes in a private placement completed in December
2003. Strasbourger also received a commission of $86,500 and a non-accountable
expense allowance of $18,400 as compensation for its services as the placement
agent for the private placement of the 10% Notes. Each of these warrants
entitles its holder to purchase one share of our common stock at a purchase
price of $0.28 per share at any time on or prior to December 4, 2006.

In May 2004, we issued, to a single individual, three-year warrants to
purchase 70,000 shares of our common stock, exercisable at $0.71 per share, in
connection with such individual's loan to us in the principal amount of
$125,000. The exercise price was changed to $0.45 in August 2005.

In August 2004, we issued, to a single individual, three-year warrants
to purchase 105,000 shares of our common stock, exercisable at $0.45 per share,
in connection with such individual's loan to us in the principal amount of
$125,000.

In October 2004, we issued, to three accredited investors, an aggregate
of 1,000,000 shares of our common stock for the total consideration of $200,000.

In October 2004, the Company entered into two separate consulting
agreements 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 Company had issued an
aggregate of 800,000 shares to the consultants, as of November 17, 2004.

In November 2004, we issued 854,702 shares of common stock to Fusion
Capital II, LLC, pursuant to a common stock purchase agreement.

In January 2005, we issued 2,936,890 shares of our common stock to
seventeen accredited investors, upon conversion of the 10% Senior Subordinated
Secured Convertible Promissory Notes, which had a maturity date of December 5,
2006.

II-3

In February 2005, we completed a private placement in which we sold and
issued to a total of twelve accredited investors in a private placement 10%
Convertible Promissory Notes in the aggregate principal amount of $375,000.
These notes were sold at their face value. Each of these 10% notes, which has a
maturity date of January 21, 2006, is convertible, at the option of its holder,
into our common stock at any time prior to the maturity date at the conversion
rate (subject to adjustment) of one share of common stock for every $0.71 of
principal and accrued interest converted. The noteholders also received
three-year warrants to purchase an aggregate of 125,000 shares of our common
stock, exercisable at $0.71 per share.

* All of the above offerings and sales were deemed to be exempt under
Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as
amended. No advertising or general solicitation was employed in offering the
securities. The offerings and sales were made to a limited number of persons,
all of whom were accredited investors, business associates of Walker Financial
or executive officers of Walker Financial, and transfer was restricted by Walker
Financial Corporation in accordance with the requirements of the Securities Act
of 1933. In addition to representations by the above-referenced persons, we have
made independent determinations that all of the above-referenced persons were
accredited or sophisticated investors, and that they were capable of analyzing
the merits and risks of their investment, and that they understood the
speculative nature of their investment. Furthermore, all of the above-referenced
persons were provided with access to our Securities and Exchange Commission
filings.

Except as expressly set forth above, the individuals and entities to
whom we issued securities as indicated in this section of the registration
statement are unaffiliated with us.

II-4

ITEM 27. EXHIBITS.

The following exhibits are included as part of this Form SB-2.
References to "the Company" in this Exhibit List mean Walker Financial
Corporation, a Delaware corporation.

Exhibit No. Description

3.1. Amended and Restated Certificate of Incorporation
(incorporated by reference to exhibit 3.1 to the Company's
Annual Report on Form 10-KSB for the year ended December 31,
2002).

3.2 By-Laws of Walker Color, Inc. (incorporated herein by
reference to exhibit 3(b) to the Company's Registration
Statement on Form S-1 (File No.: 2-3000002).

5.1 Sichenzia Ross Friedman Ference LLP Opinion and Consent (filed
herewith).

10.1 Employment Agreement, dated as of March 19, 2002, among Walker
International, Inc., Kelly Color, Inc. and Peter Walker
(incorporated herein by reference to Form 8-K dated April 3,
2002).

10.2 Employment Agreement, dated as of March 19, 2002, between
Walker International Industries, Inc., National Preplanning,
Inc. and Mitchell Segal (incorporated herein by reference to
Form 8-K dated April 3, 2002).

23.1 Consent of Marcum & Kliegman (filed herewith).

23.2 Consent of legal counsel (see Exhibit 5.1).

ITEM 28. UNDERTAKINGS.

The undersigned registrant hereby undertakes to:

(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act"); o (ii) Reflect in the prospectus any
facts or events which, individually or together, represent a fundamental change
in the information in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar
value of the securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement, and

(iii) Include any additional or changed material information on the plan of
distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

(4) For purposes of determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act as part of this registration statement as of the time
it was declared effective.

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(5) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.

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

In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorizes this registration
statement to be signed on its behalf by the undersigned, in the City of Garden
City, State of New York, on February 11, 2005.

WALKER FINANCIAL CORPORATION

By: /s/ MITCHELL S. SEGAL
---------------------------------------
Mitchell S. Segal, Chief Executive Officer, Chief Financial
Officer, Principal Executive Officer, Principal Financial
Officer, Principal Accounting Officer and Director

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ MITCHELL S. SEGAL Chief Executive Officer, Chief February 11, 2005
- -------------------------------- Financial Officer and Director
Mitchell S. Segal

/s/ PETER WALKER Secretary and Director February 11, 2005
- ----------------
Peter Walker

Chairman of the Board of Directors
- --------------------------------
James M. Lucas, Sr.

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