UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K A
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 19, 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 A 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 4.01 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On January 25, 2007, the Registrant received written notification confirming a
decision on January 19, 2007 by Marcum & Kliegman, LLP ("MARCUM") to resign its
position as its independent registered public accounting firm. On January 29,
2007 the Registrant appointed and engaged Russell, Bedford, Stefana,
Mirchandani, LLP ("Russell Bedford"), as its independent registered public
accounting firm for the year ended December 31, 2006. The hiring of Russell
Bedford was approved by the Registrant's Board of Directors.
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The report of Marcum on the financial statements of the Company for the two
fiscal years ended December 31, 2005 and 2004 contained an opinion which raised
substantial doubt about the Company's ability to continue as a going concern
because the Company has incurred recurring operating losses and has a working
capital deficiency.
In connection with the audits for the past two fiscal years and through the
termination date, there were no disagreements with Marcum 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, would have caused Marcum to make reference to the matter in their
reports on the financial statements for such period.
In connection with the audit for our financial statements for the year ended
December 31, 2004, Marcum advised us that it had identified a deficiency in our
internal controls which was designated a "material weakness" in our controls
over financial reporting under standards established by the Public Company
Accounting Oversight Board with respect to inadequate organizational structure
within our accounting department. The material weakness related to our lack of a
central accounting department as each subsidiary maintains its own books and
records.
During the two fiscal years ended December 31, 2005 and December 31, 2004 and
through February 12, 2007, the Company has not consulted with Russell Bedford
regarding either:
1. The application of accounting principles to any specific transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
Registrant's financial statements, and neither a written report was provided to
Russell Bedford nor oral advice was provided that Russell Bedford concluded was
an important factor considered by Registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or
2. Any matter that was either subject of disagreement or event, as defined in
Item 304(a) 1 (iv) of Regulation S-B.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01 Exhibits.
Exhibit Number 99.01 Letter from Marcum & Kliegman, LLP on change of independent
accountants.
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: February 12, 2007 /s/ Mitchell Segal
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Mitchell Segal
Chief Executive Officer
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February 12, 2007
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Walker Financial Corp. under Item 4.01 of
its Amended Form 8-K dated February 12, 2007. We agree with the statements
concerning our Firm in such Amended Form 8-K. We are not in a position to agree
or disagree with other statements of Walker Financial Corp. contained therein.
Very truly Yours,
/s/ Marcum & Kliegman LLP
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Marcum & Kliegman LLP
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