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): MAY 23,2006 WALKER FINANCIAL CORPORATION ------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-5418 13-2637172 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 990 Stewart Avenue - Suite 650, Garden City, New York 11530 (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code: (516) 832-7000 Copies to: Gregory Sichenzia, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the placecountry-regionAmericas placeCityNew York, StateNew York PostalCode10018 Phone: (212) 930-9700 Fax: (212) 930-9725 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On dateMonth5Day23Year2006May 23, 2006, James Lucas resigned as Chairman of the Board of Directors of Walker Financial Corporation (the "Company"). There was no disagreement or dispute between Mr. Lucas and the Company which led to his resignation. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable. (B) PRO FORMA FINANCIAL INFORMATION. Not applicable. (C) EXHIBITS. None. SIGNATURES 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. WALKER FINANCIAL CORPORATION Date: May 26, 2006 /s/Mitchell Segal ----------------------------------- Mitchell Segal Chief Executive Officer