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): December 23, 2005

                          WALKER FINANCIAL CORPORATION
                          ----------------------------
             (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:
                             Gregory Sichenzia, Esq.
                       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))

<PAGE>

Item 1.01 Entry Into a Material Definitive Agreement.

Convertible Debenture

On December 23, 2005, Walker Financial Corporation (the "Company") entered into
an agreement providing for the sale of $220,000 in principal amount of its
five-year convertible debentures ("Convertible Debentures") to Dutchess Private
Equities Fund, II, L.P. (the "Investor"). The Convertible Debentures bear
interest at 12% per annum. The first $95,000 (less expenses) was funded
immediately with an additional $125,000 to be funded immediately upon filing of
the Registration Statement (as defined below) with the Securities and Exchange
Commission (the "Commission").

The Investor may convert the Convertible Debentures into shares of the Company's
Common Stock, par value $0.10 per share (the "Common Stock"), at any time at the
lesser of (i) the lowest closing bid price of the Common Stock between December
12, 2005 and the date of filing of the Registration Statement, or (ii) $0.15.

The Company's obligation to repay the amounts outstanding under the Convertible
Debentures is secured by substantially all of the Company's assets.

In connection with the Convertible Debentures, the Company also granted to the
Investor warrants to purchase 366,667 shares of common stock at $0.15 per share
(the "Warrants"). The Warrants may be exercised for a period of five years and
the exercise price is subject to standard adjustment upon the occurrence of
certain events, including, without limitation, upon our consolidation, merger or
sale of all of substantially all of our assets, a reclassification of our common
stock, or any stock splits, combinations or dividends with respect to the Common
Stock.

Investment Agreement

Also on December 23, 2005, the Company entered into an Investment Agreement (the
"Investment Agreement") with Dutchess Private Equities Fund, L.P. ("Dutchess")
providing for the sale and issuance to Dutchess from time to time of up to
$10,000,000 in shares of Common Stock for a period of up to 36 months from the
date the Registration Statement is declared effective. The maximum number of
shares that the Company may put to Dutchess at any one time shall be equal to,
at the Company's election, either: (A) 200% of the average daily volume in the
U.S. market of the Common Stock for the ten trading days prior to the date the
Company notifies Dutchess of its intent to sell shares to Dutchess (each, a "Put
Notice"), multiplied by the average of the three daily closing bid prices
immediately preceding the date a Put Notice is delivered, or (B) a number of
shares having a value of $200,000. The Company may not submit a Put Notice until
after the completion of a previous sale under the Investment Agreement. The
purchase price for the Common Stock to be sold shall be equal to 93% of the
lowest closing best bid price of the Common Stock during the five-day period
following the date the Company delivers a Put Notice.

The Company is obligated to file a registration statement by January 13, 2006
for the registration of the shares of Common Stock issuable upon conversion of
the Convertible Debentures, exercise of the Warrants and upon a sale under the
Investment Agreement (the "Registration Statement"). The Company is further
obligated to use its best efforts to cause the SEC to declare the Registration
Statement effective within 90 days after the filing date of the Registration
Statement. If the Company does not file the Registration Statement with the SEC
by January 13, 2006, it is obligated to pay liquidated damages to the Investor
in an amount equal to 2% of the principal amount of the debenture outstanding,
pro rata, for every 15 days which such registration statement has not been
filed. In addition, if the Registration Statement is not filed by the filing
date, the conversion price of the Convertible Debenture will decrease by 10% of
and continue to decrease by 10% for each 15 day calendar period the registration
statement goes without filing. If the Registration Statement is not declared
effective within 90 days of the filing date, we are obligated to pay liquidated
damages to the Investor in an amount equal to 2% of the principal amount of the
debenture outstanding, pro rata, for every 30 days which such Registration
Statement has not been declared effective by the SEC.

All securities were issued in reliance upon an exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D
promulgated thereunder as a transaction not involving a public offering. In
addition, the investors are accredited investors and/or qualified institutional
buyers, the investors had access to information about the company and their
investment, the investors took the securities for investment and not resale, and
the Company took appropriate measures to restrict the transfer of the
securities.

Item 2.03 Creation of a Direct Financial Obligation.

See Item 1.01 above.

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01 above.

<PAGE>

Item 9.01 Financial Statements and Exhibits.

(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

Not applicable.

(b) PRO FORMA FINANCIAL INFORMATION.

Not applicable.

(c) EXHIBITS.

Exhibit
Number       Description
------------ -------------------------------------------------------------------

10.1         Debenture Agreement dated as of December 23, 2005 by and between
             the Company and the Investor

10.2         Warrant Agreement dated as of December 23, 2005 by and between the
             Company and the Investor

10.3         Investment Agreement dated as of December 23, 2005 by and between
             the Company and the Investor

10.4         Registration Rights Agreement dated as of December 23, 2005 by and
             between the Company and Investor

10.5         Debenture Registration Rights Agreement dated as of December 23,
             2005 by and between the Company and Investor

10.6         Security Agreement dated as of December 23, 2005 by and between the
             Company and Investor

10.7         Subscription Agreement dated as of December 23, 2005 by and between
             the Company and Investor

--------------------

<PAGE>

                                   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: December 29, 2005                /s/ Mitch Segal
                                       -----------------------------------------
                                       Mitch Segal
                                       Chief Executive Officer
{"company-data": {"conformed-name": "WALKER FINANCIAL CORP", "cik": "0000104224", "assigned-sic": "7384", "irs-number": "132637172", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-05418", "film-number": "051293497"}, "business-address": {"street1": "370 OLD COUNTRY ROAD", "street2": "SUITE 200", "city": "GARDEN CITY", "state": "NY", "zip": "11530", "phone": "5167464141"}, "mail-address": {"street1": "370 OLD COUNTRY ROAD", "street2": "SUITE 200", "city": "GARDEN CITY", "state": "NY", "zip": "11530"}, "former-company": [{"former-conformed-name": "WALKER INTERNATIONAL INDUSTRIES INC", "date-changed": "19920703"}, {"former-conformed-name": "WALKER COLOR INC", "date-changed": "19851016"}, {"former-conformed-name": "WALKER CINEMATOGRAPHY CORP", "date-changed": "19720608"}]}
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): December 23, 2005

                          WALKER FINANCIAL CORPORATION
                          ----------------------------
             (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:
                             Gregory Sichenzia, Esq.
                       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))
Item 1.01 Entry Into a Material Definitive Agreement.

Convertible Debenture

On December 23, 2005, Walker Financial Corporation (the "Company") entered into
an agreement providing for the sale of $220,000 in principal amount of its
five-year convertible debentures ("Convertible Debentures") to Dutchess Private
Equities Fund, II, L.P. (the "Investor"). The Convertible Debentures bear
interest at 12% per annum. The first $95,000 (less expenses) was funded
immediately with an additional $125,000 to be funded immediately upon filing of
the Registration Statement (as defined below) with the Securities and Exchange
Commission (the "Commission").

The Investor may convert the Convertible Debentures into shares of the Company's
Common Stock, par value $0.10 per share (the "Common Stock"), at any time at the
lesser of (i) the lowest closing bid price of the Common Stock between December
12, 2005 and the date of filing of the Registration Statement, or (ii) $0.15.

The Company's obligation to repay the amounts outstanding under the Convertible
Debentures is secured by substantially all of the Company's assets.

In connection with the Convertible Debentures, the Company also granted to the
Investor warrants to purchase 366,667 shares of common stock at $0.15 per share
(the "Warrants"). The Warrants may be exercised for a period of five years and
the exercise price is subject to standard adjustment upon the occurrence of
certain events, including, without limitation, upon our consolidation, merger or
sale of all of substantially all of our assets, a reclassification of our common
stock, or any stock splits, combinations or dividends with respect to the Common
Stock.

Investment Agreement

Also on December 23, 2005, the Company entered into an Investment Agreement (the
"Investment Agreement") with Dutchess Private Equities Fund, L.P. ("Dutchess")
providing for the sale and issuance to Dutchess from time to time of up to
$10,000,000 in shares of Common Stock for a period of up to 36 months from the
date the Registration Statement is declared effective. The maximum number of
shares that the Company may put to Dutchess at any one time shall be equal to,
at the Company's election, either: (A) 200% of the average daily volume in the
U.S. market of the Common Stock for the ten trading days prior to the date the
Company notifies Dutchess of its intent to sell shares to Dutchess (each, a "Put
Notice"), multiplied by the average of the three daily closing bid prices
immediately preceding the date a Put Notice is delivered, or (B) a number of
shares having a value of $200,000. The Company may not submit a Put Notice until
after the completion of a previous sale under the Investment Agreement. The
purchase price for the Common Stock to be sold shall be equal to 93% of the
lowest closing best bid price of the Common Stock during the five-day period
following the date the Company delivers a Put Notice.

The Company is obligated to file a registration statement by January 13, 2006
for the registration of the shares of Common Stock issuable upon conversion of
the Convertible Debentures, exercise of the Warrants and upon a sale under the
Investment Agreement (the "Registration Statement"). The Company is further
obligated to use its best efforts to cause the SEC to declare the Registration
Statement effective within 90 days after the filing date of the Registration
Statement. If the Company does not file the Registration Statement with the SEC
by January 13, 2006, it is obligated to pay liquidated damages to the Investor
in an amount equal to 2% of the principal amount of the debenture outstanding,
pro rata, for every 15 days which such registration statement has not been
filed. In addition, if the Registration Statement is not filed by the filing
date, the conversion price of the Convertible Debenture will decrease by 10% of
and continue to decrease by 10% for each 15 day calendar period the registration
statement goes without filing. If the Registration Statement is not declared
effective within 90 days of the filing date, we are obligated to pay liquidated
damages to the Investor in an amount equal to 2% of the principal amount of the
debenture outstanding, pro rata, for every 30 days which such Registration
Statement has not been declared effective by the SEC.

All securities were issued in reliance upon an exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D
promulgated thereunder as a transaction not involving a public offering. In
addition, the investors are accredited investors and/or qualified institutional
buyers, the investors had access to information about the company and their
investment, the investors took the securities for investment and not resale, and
the Company took appropriate measures to restrict the transfer of the
securities.

Item 2.03 Creation of a Direct Financial Obligation.

See Item 1.01 above.

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.

(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

Not applicable.

(b) PRO FORMA FINANCIAL INFORMATION.

Not applicable.

(c) EXHIBITS.

Exhibit
Number       Description
------------ -------------------------------------------------------------------

10.1         Debenture Agreement dated as of December 23, 2005 by and between
             the Company and the Investor

10.2         Warrant Agreement dated as of December 23, 2005 by and between the
             Company and the Investor

10.3         Investment Agreement dated as of December 23, 2005 by and between
             the Company and the Investor

10.4         Registration Rights Agreement dated as of December 23, 2005 by and
             between the Company and Investor

10.5         Debenture Registration Rights Agreement dated as of December 23,
             2005 by and between the Company and Investor

10.6         Security Agreement dated as of December 23, 2005 by and between the
             Company and Investor

10.7         Subscription Agreement dated as of December 23, 2005 by and between
             the Company and Investor

--------------------
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: December 29, 2005                /s/ Mitch Segal
                                       -----------------------------------------
                                       Mitch Segal
                                       Chief Executive Officer