SICHENZIA ROSS FRIEDMAN FERENCE LLP
1065 AVENUE OF THE AMERICAS NEW YORK NY 10018
TEL 212 930 9700 FAX 212 930 9725 WEB WWW. SRFF.COM
November 23, 2005
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Derek Swanson, Esq.
Mail Stop 3561
Re: Walker Financial Corporation (the "Company")
Amendment No. 4 to Form SB-2
File No. 333-122776
Form 10-KSB for the year ended December 31, 2003
Forms 10-QSB for the quarter ended September 30, 2004
File No. 0-28173
Dear Mr. Swanson:
On behalf of the Company, we are hereby enclosing two copies of Amendment No. 4
(the "Amendment") to the Company's registration statement on Form SB-2 (the
"Registration Statement"). One of the copies has been marked to show changes
from Amendment No. 2 to the Registration Statement ("Amendment No. 2"). The
Registration Statement was filed on February 11, 2005. By letter dated November
15, 2005, the staff of the Securities and Exchange Commission (the "Staff")
issued comments on Amendment No. 3 and the Form 10-QSB for the three months
ended September 30, 2004 and the three months ended September, 2004, and the
Form 10-KSB for the years ended December 31, 2004 and 2003 (together, the "34
Act Reports ") (Commission File No. 0-13215). Following are the Company's
responses to the Staff's comments. For ease of reference, each response is
preceded by the Staff's comment.
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)(n) of Form S-8.
The Company has been advised that The Vantage Group Ltd. ("Vantage") is owned by
a single individual who conducts his business through this entity. With respect
to an individual who performs services for the Company through a wholly-owned
corporate alter ego, the Company is permitted to contract with and register
securities on Form S-8 as compensation to that corporate entity. See e.g.
Footnote 18 to Release No. 33-7506, Registration of Securities on Form S-8 (Feb.
17, 1998).
The statements that you refer to in the agreement are boiler-plate provisions
that were included by Vantage in its consulting agreement. The services to be
provided by Vantage under this agreement were unrelated to a direct or indirect
relationship to promote or maintain a market in the Company's securities nor in
connection with the offer or sale of securities in a capital raising transaction
as set forth in Section 6.7 of the agreement, which states in relevant part:
6.7.1: Vantage has not agreed with the Company, in this Agreement or any
other agreement, verbal or written, to guarantee market makers in any
specific security or securities that the Company has an interest.
6.7.2. That any payments herein are in no way related to or conditional
upon Vantage participating in any capital raising activities.
6.7.3. That no payments made herein to Vantage are for the purpose of
affecting the price of any security or influencing any market maker
functions, including, but not limited to, bid/ask quotations, retail
securities activities or for the submission of any application to make a
market. The Company advises the Staff that Vantage has engaged in no
capital raising activities on behalf of the Company and has not, directly
or indirectly, promoted or maintained a market for the Company's
securities
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.
The Company has made revisions to the Registration Statement in accordance with
the Staff's comment. See page II-4 of the Amendment.
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 3 10(g) of Regulation S-B.
The Company has updated the financial statements and MD&A as required.
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-X.
An updated consent has been included in the Registration Statement.
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
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5. We note that you amended your Form l0-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
The Company advises the Staff that it is in the process of finalizing amendments
to the 34 Act Reports. These documents will be file shortly.
Please contact the undersigned at 212-981-6766 with any questions or comments
you may have with respect to the foregoing.
Very truly yours,
/s/ Louis A. Brilleman
Louis A. Brilleman
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