UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 3, 2008
| Walker Financial Corporation |
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| (Exact name of registrant as specified in charter) |
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DELAWARE |
| 0-5418 |
| 13-2637172 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
| 990 Stewart Avenue, Suite 650, Garden City, New York 11530 |
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| (Address of principal executive offices) |
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| (516) 832-7000 |
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| (Registrant’s Telephone Number, including Area Code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 3.02
UNREGISTERED SALE OF EQUITY SECURITIES.
On January 3, 2007 we closed the issuance of a Convertible Debenture to Title America Corp. in the amount of $100,000.
The Convertible Debenture has an interest rate of 10% per annum, payable monthly. The term of the Convertible Debenture is five years and it is convertible, in whole or in part, at the lesser of (i) 75% of the lowest closing bid price of our common stock during the twenty trading days immediately prior to a conversion notice; or (ii) $0.005. Any unconverted portion of the Convertible Debenture that remains outstanding five years from the issuance date will automatically be converted into shares of our common stock on that date. We have the right to redeem the Convertible Debenture, in whole or in part, at a price equal to 130% of the outstanding principal amount, including accrued interest.
With respect to the sale of the Convertible Debenture described above, we relied on the Section 4(2) exemption from securities registration under the federal securities laws for transactions not involving any public offering. The foregoing description of the terms and conditions of the Convertible Debenture is qualified in its entirety by, and made subject to, the more complete information set forth in the Convertible Debenture, included as Exhibit 10.1, filed herewith.
This report may contain forward-looking statements that involve risks and uncertainties. We generally use words such as “believe,” “may,” “could,” “will,” “intend,” “expect,” “anticipate,” “plan,” and similar expressions to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our Form 10-KSB and other reports filed with the Securities Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-l ooking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NUMBER |
| DESCRIPTION |
10.1 |
| Convertible Debenture issued to Title America Corp., dated December 28, 2007 (filed herewith). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Walker Financial Corporation | |
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| (Registrant) | |
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Date: January 7, 2008 |
| By: | /s/ Mitchell Segal |
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| Mitchell Segal |
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| Chief Executive Officer |
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