SecProbe.io

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Mail Stop 3561

      July 29, 2005

Via U.S. Mail and Fax
Mitchell S. Segal
Chief Executive Officer
Walker Financial Corporation
990 Stewart Avenue, Suite 60A
Garden City, New York 11530

	Re:	Walker Financial Corporation
		Amendment No. 1 to Registration Statement on
      Form SB-2
		Filed July 1, 2005
		File No. 333-120748

		Forms 10-KSB for the fiscal year ended December 31, 2004
		and December 31, 2003
		Filed April 15, 2005 and April 14, 2004, respectively

		Forms 10-QSB for the quarter ended March 31, 2005
		and September 30, 2004
		Filed May 26, 2005 and November 22, 2004, respectively
		File no. 000-05418

Dear Mr. Siemens:

      We have reviewed your filing and your July 1, 2005 response
letter and have the following comments.  Where indicated, we think
you should revise your Form SB-2 in response to these comments.
If
you disagree with any of our comments, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.  Please note that all page number references are to the
black-lined version of the first amendment to the Form SB-2.

      We welcome any questions you may have about our comments or
on
any other aspect of our review.  Feel free to call us at the
telephone numbers listed at the end of this letter.

Amendment No. 1 to the Form SB-2

General

1. Please provide a reasonably detailed table of contents, as
required by Item 502(a) of Regulation S-B.

Prospectus Summary, page 1

2. After your revisions, it is still difficult to understand what
services your company is currently offering, versus those services
the company is developing or that it plans to develop in the
future.
For example, you refer to your pre-need funding products on page 1
of
your registration statement, but it appears that your company acts
solely as an insurance agent, selling pre-need funding products
that
are created by companies other than your own.  As another example,
you intimate in the prospectus summary that National Preplanning,
Inc. has begun marketing pre-need products, yet on page 16 you
state
that National Preplanning will not begin marketing the insurance
products until the third or fourth quarter of 2005 and on page 17
that marketing will not occur until the second quarter of 2005.
As
yet another example, you state on page 22 that you plan to direct
most potential customers of National Preplanning to your
enrollment
website, but it does not appear that you currently have an
enrollment
website that is viewable or operational.  Please revise to clearly
explain those services and products that you actually offer at
this
time and those that are currently generating revenues versus those
that are in the developmental stages, and disclose the status of
the
services you plan on offering.  Also revise the remainder of your
document to paint a clear picture of your current operations and
future plans.

3. You state that "we sell, as agent, life insurance policies."
Clarify what you mean by selling as an agent.

4. We note your statement that you have entered into numerous
third
party marketing agreements with larger and more established
insurance
agencies.  Please revise to disclose that: (1) you have not begun
marketing these products; (2) the other insurance agencies have
not
begun marketing the products; and (3) you are required to share
any
insurance commissions on the sale of pre-need products with these
agencies.

5. Please revise to clarify that much of the substantial increase
in
your net losses for the quarter ended March 31, 2005 was caused by
your default under the terms of the indenture governing the
promissory notes and the recording of $933,793 in debt conversion
expense in connection with that default.

Management`s Discussion and Analysis of Financial Condition and
Plan
of Operations, page 12

General

6. When discussing your results of operations and liquidity and
capital resources for the last two fiscal years, please revise to
discuss material line items not only from your December 31, 2004
fiscal year end but also from your December 31, 2003 fiscal year
end.
See Item 303(b)(1) of Regulation S-B.  We note that you omitted
much
of this disclosure that appeared in your prior filing.  For
example,
you no longer discuss your net sales for the year ended December
31,
2003.  Please revise to not only discuss changes in material line
items, but to also (1) quantify the percentage change in those
line
items from year to year and quarter to quarter; (2) disclose the
cause or causes of those changes; and (3) quantify how much each
cause contributed to the change in each line item.  See prior
comment
18.

Overview, page 12

7. Please do not repeat in the Overview section the same
disclosure
you provide in the Business section and the Prospectus Summary.
Instead, revise to highlight the most important developments
during
the years ended December 31, 2004 and December 31, 2003, as well
as
the quarters ended March 31, 2004 and March 31, 2005.  The
discussion
should be from the executives` point of view, focusing on
important
economic or industry-wide factors, such as state regulation of the
insurance industry, market demand for your company`s, not just any
company`s, products, , your markets, and the degree to which your
sector is flooded with multiple competitors seeking to market the
same products created by the same companies.  See also prior
comment
14.

8. Please note that the executive-level overview should also hone
in
on opportunities, challenges, and risks that management deems to
be
the most material in the short term and long term, as well as the
actions management is taking to address those opportunities,
challenges, and risks.  For example, we note that your company is
in
default under its promissory notes` indenture, that National
Preplanning has not yet begun marketing its services, that
National
Preplanning did not contribute to Walker`s revenues during the
quarters ended March 31, 2004 and March 31, 2005, and that many of
the marketing agreements between National Preplanning and other
insurance agencies require the sharing of insurance commissions on
the sale of pre-need products.
9. On page 13, you state that National Preplanning generates
revenues
"from the sale of pre-need and final expense insurance policies"
and
earns insurance commissions from those sales.  You also state on
page
12 that National Preplanning sells pre-need insurance policies
accompanied by an inflation rider.  On page 17, however, you
disclose
that National Preplanning will not begin marketing its products
until
the third or fourth quarter of 2005.  Further, in your discussion
of
results of operations, you note that National Preplanning did not
contribute to Walker Financial`s revenues for the quarters ended
March 31, 2004 and March 31, 2005.  Please revise the disclosure
on
pages 12-13, as well as the remainder of the registration
statement,
to clarify, if true, that National Preplanning has not yet earned
revenues from the sales of insurance products created by other
companies, and that its business plan is to generate revenues from
earning insurance commissions that it will share with other
insurance
agencies upon the sale of those products.  Also indicate when you
believe National Preplanning will begin generating revenues.

10. Your discussion of the material weakness in your internal
controls refers generally to your limited ability to detect
potential
misstatements and fraudulent accounting and transactions which
were
recorded improperly.  Revise to more specifically describe any
material impact the material weakness has had or may have on your
financial statements, ensuring that you provide quantification and
further analysis of the uncertainties and trends associated with
the
material weakness.

Critical Accounting Policies, page 14

11. We reissue prior comment 17.  Please revise your discussion of
critical accounting policies and new accounting pronouncements to
address the material implications of uncertainties associated with
the methods, assumptions and estimates underlying your critical
accounting measurements, instead of merely duplicating the
description of accounting policies already disclosed in the notes
to
the financial statements.  For further guidance, please refer to
Section V of the Commission`s Interpretive Release No. 33-8350,
"Commission Guidance Regarding Management`s Discussion and
Analysis
of Financial Condition and Results of Operations," located on our
website at http://www.sec.gov/rules/interp/33-8350.htm.

12. Your discussion of accounting for stock-based compensation
focuses on the accounting methodology used to calculate that
compensation, instead of offering a basic summary of how the
methods,
assumptions, and estimates underlying your calculation of stock-
based
compensation impact the presentation in your financial statements.
Does the type of valuation method you use have an impact on the
resulting compensation expense recognized in your Statement of
Operations?  Do you actually use the methodology for valuation of
stock compensation set forth in SFAS 123, or do you use some other
method?  If you use another method, how does use of the other
method
impact your financial statements differently than use of the
Black-
Scholes method?

13. You state that one of your most important critical accounting
policies involves the recognition of transaction revenues, but it
appears that you did not discuss that important policy anywhere in
the Critical Accounting Policies section.  Please revise to
provide
that discussion, following the guidance in Section V of the
Commission`s Interpretive Release No. 33-8350.

New Accounting Pronouncements, page 14

14. For each of the accounting pronouncements you discuss under
this
section, you state that adoption of the pronouncement, as well as
implementation of each standard, has not had a material impact on
your financial statements.  Please revise to remove your
discussion
of each accounting pronouncement that is not material.  You should
only highlight accounting estimates or assumptions where: (1) the
nature of the estimates or assumptions is material due to the
level
of subjectivity and judgment necessary to account for highly
uncertain matters or the susceptibility of such matters to change;
or
(2) the impact of the estimates and assumptions on your financial
condition or operating performance is material.  See prior comment
17.

15. We note your discussion of SFAS No. 146 regarding Costs
Associated with Exit or Disposal Activities.  Was this guidance
used
in connection with the discontinuing of your Kelly Color
operations?
If so, what impact did it have on the presentation of your
financial
statements for the fiscal year ended December 31, 2004?  In
addition,
are there other accounting estimates, assumptions, or methods used
in
connection with the discontinuance of Kelly Color`s operations
that
either had a material impact on the presentation of your financial
statements, or were contingent upon highly uncertain judgment
calls?

Results of Operations for the Three Months Ended March 31, 2005
and
March 31, 2004, page 16

16. Please revise to further discuss your default under your
promissory notes` indenture, clarifying whether you are still in
default, the impact that default will have on your results of
operations and financial performance going forward (such as the
impact of having to pay penalties), and whether you believe you
are
likely to cure that default within the next three months.

17. We note that during the quarter ended March 31, 2005, 94% of
your
revenues were generated by sales to three customers, up from 88%
of
your revenues generated by sales to three customers during the
December 31, 2004 fiscal year end.  Do you expect to increasingly
rely on a few major customers?  If so, how are you planning for
the
potential loss of one or more of these customers?  Will you be
able
to generate revenues sufficient to stay afloat if one or more of
these customers decides to seek services from another company?

Year Ended December 31, 2004 and 2003, page 17

18. Disclose the source of the $2,177 in revenues that National
Preplanning generated for the December 31, 2004 fiscal year end.
In
this regard, your disclosure is confusing in light of your
statement
on page 16 that National Preplanning will not begin marketing the
insurance products until the third or fourth quarter of 2005, and
that no assurance can be given that National Preplanning will
generate any revenue.

Liquidity and Capital Resources, page 18

19. Please provide further disclosure regarding your recent
default
under the promissory notes` indenture.  Discuss the amounts
payable
to the remaining holder of the promissory notes.  Also address the
potential impact that the default has had or will have on your
ability to secure the $1 million in additional financing needed to
fund your operations for the next 12 months in light of your
default.

20. Quantify the total amount of your indebtedness, highlighting
the
total amount overdue, and disclose your debt service requirements
for
the next 12 months.  Also discuss your ability to satisfy your
debt
repayment obligations.

21. We note your discussion of the Fusion Capital $6 million
equity
line arrangement.  Revise to state whether you believe the equity
line arrangement will result in receipt of the $1 million or only
a
portion of that amount needed to finance your operations for the
next
12 months.  Also disclose when you anticipate the equity line
financing will begin to provide the money needed to fund
operations.
Furthermore, clearly state that there is no guarantee that you
will
receive any funds from Fusion and disclose your alternative
sources
of funds.  If you have not secured a viable source of additional
capital, disclose that fact and discuss the consequences to your
operations.

Plan of Operations, page 22

22. We note that as of March 31, 2005 you had negative working
capital of $1,104,435, $5,860 in cash, and that your attempted
acquisition of Disability Access Consultants was unsuccessful.  We
also note your statement on page 23 (and elsewhere in the
document)
that you have changed your focus to acquiring companies in the
employee benefit and work-site marketing areas.  Please revise to
explain how you plan on funding these acquisitions, while at the
same
time resolving your default under your indenture, securing the $1
million in financing needed to fund operations, and spending the
money necessary to start up your operations.

Recent Developments, page 23

23. On April 13, 2005 you filed an Item 1.01 Form 8-K to disclose
that you had entered into an agreement to purchase 90% of the
outstanding shares of Disability Access Consultants, Inc.  On page
23, however, you state that the agreement to purchase that company
was terminated.  Please disclose when and why the agreement was
terminated.  Also tell us in your response letter why you did not
file an Item 1.02 Form 8-K to disclose the termination of the
agreement.  We may have further comments based on your response.

Business, page 24

24. We reference Note 12 to your financial statements for the
period
ending March 31, 2005, which indicates that 94% of your revenues
were
attributable to three customers.  Please revise the business
section
to identify your material customers and discuss your dependence on
them in accordance with Item 101(b)(6) of Regulation S-B.  In
addition, clarify whether any of these customers are otherwise
affiliated with your company, and if so, the nature of that
affiliation.  Please also file all contracts between your company
and
the three customers as they appear to