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 31, 2007
WALKER FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-5418 13-2637172
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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:
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
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))
SECTION 4 - MATTERS RELATED TO ACCOUNTS AND FINANCIAL STATEMENTS.
On January 25, 2007, the Registrant received written notification confirming a
decision on January 19, 2007 by Registrant and Marcum & Kliegman, LLP to
terminate their client - auditor relationship. On January 29, 2007 the
Registrant appointed and engaged Russell, Bedford, Stefanaou, Mirchandani, LLP
("Russell Bedford") , as their independent accountants for the year ended
December 31, 2006. This change in accountants was approved by the Registrant's
Board of Directors. During the most recent two fiscal years and the portion of
time preceding the decision to engage "Russell Bedford", neither the Registrant
nor anyone engaged on its behalf has consulted with "Russell Bedford" regarding
(i) either the application of accounting principles to a specified transaction,
either completed or proposed: or the type of audit opinion that might be
rendered on the Registrants financial statements; or (ii) any matter that was
either subject of a disagreement (as defined in Item 304(a)(10)(iv) of
Regulation S-B or a reportable event).
The audit reports issued by Marcum & Kliegman, LLP with respect to the
Registrants financial statements for the fiscal year ended December 31, 2005 did
not contain an adverse opinion or disclaimer of opinion, and were not qualified
or modified as to uncertainty, audit scope or accounting principles, except that
Marcum & Kliegman, LLP's report contained an explanatory paragraph regarding
substantial doubt about the Registrants ability to continue as a going concern.
Since the engagement of Marcum & Kliegman, LLP thru January 19, 2006 including
its review of financial statements for the quarter ended September 30, 2006,
there have been no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Marcum & Kliegman LLP would
have caused them to make reference therein in their report on the financial
statements.
Although a mutual decision, the decision by Registrant to have a change in
accountants does not result in any dissatisfaction with the quality of
professional services rendered by Marcum & Kliegman, LLP.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01 Exhibits.
Exhibit Number 16.1 Letter from Marcum & Kliegman, LLP dated January 25, 2007.
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: January 31, 2007 /s/ Mitch Segal
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Mitch Segal
Chief Executive Officer