Mail Stop 3561
November 15, 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. 3 to the Form SB-2
Filed November 7, 2005
File No. 333-120748
Dear Mr. Segal:
We have reviewed your filing and your November 7, 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 your
marked copy of the third amendment to your 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. 3 to the Form SB-2
General
1. You state that you issued shares of common stock to Vantage
Group
under a Form S-8 filed on April 21, 2004. Please provide us with
an
analysis of why you were eligible to use Form S-8 to issue shares
of
common stock to Vantage Group. For instance, explain why you
believe
the transaction meets the "natural person" requirement under
General
Instruction A.1(a)(1)(i) of Form S-8. In addition, we note your
statement in Section 3.2 of your agreement with Vantage Group,
that
"Vantage is an Investment Banking firm and maintains relationships
with registered Broker/Dealers and will enable contact between the
Company [Walker] and such professionals to facilitate transactions
among them. Vantage will use its` [sic] business contacts in the
brokerage community to assist the Company in establishing
relationships with securities dealers on a regular and continuous
basis." In light of these statements, discuss why the issuance of
shares of common stock to Vantage Group under Form S-8 is not in
connection with Vantage`s direct or indirect promotion or
maintaining
of a market for your securities. See General Instruction
A.1(a)(1)(ii) of Form S-8.
Recent Developments, page 20
2. Revise the "Recent Sales of Unregistered Securities" section to
discuss the issuances of warrants in September 2005 in accordance
with Item 701 of Regulation S-B.
Consolidated Financial Statements, page F-1
Age of Financial Statements
3. Please update the financial statements and MD&A to include the
interim period September 30, 2005, as required by Item 310(g) of
Regulation S-B.
Consents of accountants
4. Include a currently dated and signed consent of the independent
accountants in each amendment to the Form SB-2. Refer to Item 302
of
Regulation S-T.
Form 10-KSB/A for the fiscal year ended December 31, 2004 and
Forms
10-QSB for the quarters ended September 30, 2005, June 30, 2005,
March 31, 2005, and September 30, 2004
5. We note that you amended your Form 10-KSB for the fiscal year
ended December 31, 2004, but did not accompany that filing with a
response letter filed on EDGAR as correspondence, and did not
respond
to many of our outstanding comments on your Form SB-2 and periodic
reports. Please amend that Form 10-KSB, as well as your Forms 10-
QSB
for the quarters ended September 30, 2004, March 31, 2005, and
June
30, 2005 to comply with all of our comments as applicable.
* * * *
Please amend your Form SB-2 in response to these comments.
You
may wish to provide us with marked copies of the amendment to
expedite our review. Please file on EDGAR a cover letter with
your
amendment that keys your responses to our comments and provides
any
requested supplemental information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Gopal Dharia, Staff Accountant, at (202)
551-
3353 or Terry French, Accountant Branch Chief, at (202) 551-3828
if
you have questions regarding comments on the financial statements
and
related matters. Please contact Derek Swanson, Staff Attorney, at
(202) 551-3366 or me at (202) 551-3810 with any other questions.
Sincerely,
Michele M. Anderson
Legal Branch Chief
cc: Louis A. Brilleman
Sichenzia Ross Friedman Ference LLP
Via Facsimile: (212) 930-9725
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Mitchell S. Segal
Walker Financial Corporation
November 15, 2005
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