SecProbe.io

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Mail Stop 3561

October 21, 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. 2 to the Form SB-2
		Filed October 7, 2005
		File No. 333-120748

Dear Mr. Segal:

      We have reviewed your filing and your October 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 the
tracked changes copy of the Amendment No. 2 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. 2 to the Form SB-2

General

1. Please note that specific references to page numbers where
changes were made in response to each comment greatly expedite our review
of your amended filings.

Management`s Discussion and Analysis and Plan of Operations, page 11

Overview, page 11

2. We note that the overview section was not revised to provide
the disclosure requested by our prior comment 8.  Please revise to
expand the Overview section of MD&A to more thoroughly discuss the
matters referenced in that prior comment, such as your default under the
promissory notes indenture and your ability to service your
outstanding indebtedness.

Critical Accounting Policies, page 12

3. Please expand upon your discussion of accounting for stock-
based compensation, as requested by our prior comment 12, to analyze how
your use of the Black-Scholes valuation method impacts the
resulting compensation expense recognized in your Statement of Operations.
For example, expand to quantify or explain how the resulting
compensation expense would differ if an alternative valuation method were
employed.  In addition, as noted in our prior comment 11, please
discuss the material implications of uncertainties associated with
the methods, assumptions, and estimates underlying your accounting
measurements.  As currently drafted, your discussion simply
recites the mechanics of each accounting method.

Plan of Operations, page 21

4. Revise to give specific examples of how you will finance
acquisitions of other companies, in light of your $1.3 million
working capital deficit and your expectations that you will receive
$1 million under the equity line arrangement (all of which will go
towards satisfying your working capital deficit).  In addition,
please explain how you will finance your planned $1 million in
expenditures over the next 12 months to expand your business, as
disclosed on page 20, when you will be required to use the entire
$1 million you will receive from Fusion Capital to satisfy your
current liabilities.

5. We note your disclosure that the company will be able to
control the timing of any sales of shares under the equity line
arrangement with Fusion Capital.  We note, however, that there are often
conditions to an underwriter having to receive shares under a
typical equity line arrangement which could affect the company`s ability
to put shares.  For example, underwriters typically are not obligated
to purchase shares from a company if the purchase would cause the
underwriter to own more than 9.9% of the company`s outstanding
stock. We note that Fusion Capital currently beneficially owns
approximately
6% of the company`s stock.  After accounting for the commitment
fee and signing fee shares, Fusion Capital could own 9.9% of the
company`s stock.  In light of this, revise the disclosure to
highlight the uncertainty that the company will receive $1 million
under the equity line in the next 12 months and clarify that there
are likely to be some conditions to Fusion Capital`s obligation to
purchase shares under the equity line.

Selling Stockholders, page 43

6. Please revise the Selling Stockholders section to disclose that
Moschetta Poiyvion, Allan Levine, and Michael Schumacher each is
an affiliate of a broker-dealer.  In addition, revise to confirm, if
true, that each of those selling shareholders (1) purchased in the
ordinary course of business and, (2) at the time of the purchase
of the securities to be resold, the seller had no agreements or
understandings, directly or indirectly, with any person to
distribute the securities.

Recent Sales of Unregistered Securities, page II-2

7. We note your response to our prior comment 35.  Since your
agreement with Vantage Group requires the company to issue
"unrestricted" shares to Vantage, tell us in your response letter
why "restricted" securities issued pursuant to Section 4(2) of the
Securities Act of 1933 satisfy this condition of the agreement.

Forms 10-KSB for the fiscal year ended December 31, 2004 and
December
31, 2003 and Forms 10-QSB for the quarter ended June 30, 2005,
March
31, 2005, and September 30, 2004

8. Please amend these documents to comply with all of our comments
as applicable to your Forms 10-KSB for the fiscal years ended
December 31, 2003 and December 31, 2004, and Forms 10-QSB for the quarters
ended September 30, 2004, March 31, 2005, and June 30, 2005.

9. Please note that all of our prior comments relating to the Form
SB-2 that are applicable to your periodic reports must be
reflected in amendments to your periodic reports prior to the effectiveness
of the Form SB-2.

*	*	*	*

      Please amend your Form SB-2 and periodic reports in response
to these comments.  You may wish to provide us with marked copies of
the amendments to expedite our review.  Please file on EDGAR a cover
letter with your amendments 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 amendments and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures that
they have made.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the
Securities Exchange Act of 1934 as they may relate to the proposed public
offering of the securities specified in the above registration
statement.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

      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 with any other questions.

								Sincerely,

								/s/ Larry Spirgel
                                                                Larry Spirgel
								Assistant Director

cc:	Louis A. Brilleman
	Sichenzia Ross Friedman Ference LLP
	Via Facsimile: (212) 930-9725

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