and-desist proceedings be, and hereby are, instituted against Bray & Associates CPA’s LLC and

                                                 UNITED                                                 STATES OF AMERICA 

                                                                     Before                                                                     the                                                                     

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 
Release No.  56402 / September 13, 2007 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 2682 / September 13, 2007 
ADMINISTRATIVE PROCEEDING 
File No. 12763 
In the Matter of 
Bray & Associates CPA’s LLC 
and Arnold David Bray, CPA, 
Respondents. 
ORDER INSTITUTING PUBLIC 
ADMINISTRATIVE AND CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTIONS 4C AND 21C OF THE 
SECURITIES EXCHANGE ACT OF 1934 
AND RULE 102(e) OF THE 
COMMISSION’S RULES OF PRACTICE, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A CEASE-
AND-DESIST ORDER 
I. 
The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted against Bray & Associates CPA’s LLC and 
Arnold David Bray, CPA (collectively “Respondents”) pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), and that public administrative proceedings be, and 
hereby are, instituted against Bray & Associates CPA’s LLC pursuant to Section 4C
1
 of the 
Exchange Act and Rule 102(e)(1)(iii) of the Commission’s Rules of Practice.
2 
1 
Section 4C provides, in relevant part, that: 
The Commission may censure any person, or deny, temporarily or permanently, to any person the 
privilege of appearing or practicing before the Commission in any way, if that person is found . . . 
to  have  willfully  violated,  or  willfully  aided  and  abetted  the  violation  of,  any  provision  of  the  
securities laws or the rules and regulations thereunder. 
2 
Rule 102(e)(1)(iii) provides, in relevant part, that: 
The  Commission  may  censure  a  person  or  deny,  temporarily  or  permanently,  the  privilege  of  
appearing  or  practicing  before  it  in  any  way  to  any  person  who  is  found  .  .  .  to  have  willfully  
violated, or willfully aided and abetted the violation of any provision of the Federal securities laws 
or the rules and regulations thereunder. 

II. 
In anticipation of the institution of these proceedings, Respondents have submitted an Offer 
of Settlement (“Offer”), which the Commission has determined to accept.  Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over them and the subject matter of these proceedings, which are 
admitted, Respondents consent to the entry of this Order Instituting Public Administrative and 
Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the Securities Exchange Act of 
1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing 
Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.   
III. 
On the basis of this Order and Respondents’ Offer, the Commission finds
3
 that: 
A.        RESPONDENTS        
1. Bray & Associates CPA’s LLC (the “Firm”) is an Indiana limited liability 
company headquartered in Greencastle, Indiana.  The Firm audited Alanar Real Estate Investment 
Trust Series 1 Corporation’s (“Alanar”) balance sheet as of May 19, 2004.   
2. Arnold David Bray, CPA, (“Bray”), 59, of Greencastle, Indiana, is a certified 
public accountant licensed in the state of Indiana since 1977.  Bray was the engagement partner in 
connection with the Firm’s audit of Alanar’s balance sheet as of May 19, 2004.   
B.        FACTS        
1. Alanar is an Indiana corporation with its headquarters in Sullivan, Indiana.  As of 
May 19, 2004, Alanar reported total assets of $200,000.   
2. Alanar has at all relevant times been an issuer as defined by the Sarbanes-Oxley 
Act of 2002 (the “Act”). 
3. The Firm audited Alanar’s balance sheet as of May 19, 2004, which was included 
in Alanar’s registration statement on Form S-11/A, filed with the Commission on September 15, 
2004. As part of that audit, the Firm prepared and issued an audit report dated May 20, 2004 (the 
“Alanar audit report”), which the company included in its Form S-11/A.  Alanar paid the Firm 
$800 for the audit work.
4 
3 
The findings herein are made pursuant to Respondents’ Offer of Settlement and are not binding on any 
other person or entity in this or any other proceeding. 
4 
During the course of the Commission’s investigation, the Firm voluntarily reimbursed Alanar the $800 in 
audit fees.  In view of the Firm’s reimbursement, the Commission is not ordering disgorgement in this matter. 
2


4. At the time the Firm issued the Alanar audit report, it was not registered with the 
Public Company Accounting Oversight Board (the “Board”), as required by Section 102(a) of the 
Act. 
5. Bray was the engagement partner on the Firm’s audit of Alanar’s balance sheet as 
of May 19, 2004. Bray participated in the preparation and issuance of the Alanar audit report. 
C. VIOLATIONS 
1. Section 102(a) of the Act provides that “it shall be unlawful for any person that is 
not a registered public accounting firm to prepare or issue, or to participate in the preparation or 
issuance of, any audit report with respect to any issuer.”
5 
2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.
6 
3. Based on the conduct described above, the Firm willfully
7
 violated Section 102(a) 
of the Act. 
4. Based on the conduct described above, Bray caused the Firm’s violation of Section 
102(a) of the Act. 
D.        FINDINGS        
Based on the foregoing, the Commission finds that the Firm willfully violated Section 
102(a) of the Sarbanes-Oxley Act of 2002, and that Bray caused the Firm’s violation of Section 
102(a) of the Act. 
E.        UNDERTAKING        
Respondents have undertaken not to request, demand, or accept, directly or indirectly, any 
compensation from Alanar in connection with the audit work associated with the Alanar audit 
report. In determining whether to accept the Offer, the Commission has considered this 
undertaking. 
5 
A violation of the Act or any rule that the Board issues under the Act is treated for all purposes in the same 
manner as a violation of the Exchange Act, including with respect to penalties. Sarbanes-Oxley Act of 2002, 15 
U.S.C.A. § 7202(b)(1) (West 2002). 
6 
Section 102(a) became effective “[b]eginning 180 days after the date of the determination of the 
Commission under Section 101(d)” of the Act that the Board was prepared to undertake its statutory responsibilities.  
The Commission made the required determination on April 25, 2003.  See
 Order Regarding Section 101(d) of the 
Sarbanes-Oxley Act of 2002, Securities Act Release No. 8223, Exchange Act Release No. 47746, 2003 WL 
1956164 (Apr. 25, 2003). 
7 
“Willfully” as used in this Order means intentionally committing the act that constitutes the violation. 
There is no requirement that the actor also be aware that he is violating a rule or statute. See Wonsover v. SEC, 205 
F.3d 408, 414 (D.C. Cir. 2000); Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965). 
3


IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondents’ Offer. 
Accordingly, it is hereby ORDERED, effective immediately, that: 
1. Bray & Associates CPA’s LLC 
A. The Firm shall cease and desist from committing or causing any violations 
and any future violations of Section 102(a) of the Act. 
            B.            The            Firm            is            censured.            
C. The Firm may practice before the Commission as an independent accountant 
provided that: 
1. It is registered with the Board in accordance with the Act, and such 
registration continues to be effective; and 
2. It has submitted to the Commission staff (attention: Office of the 
Chief Accountant) the Board’s letter notifying the Firm that its registration application has been 
approved. 
2. Arnold David Bray, CPA 
A. Bray shall cease and desist from committing or causing any violations and 
any future violations of Section 102(a) of the Act. 
B. Bray may practice before the Commission as an independent accountant 
provided that: 
1. The public accounting firm with which he is associated is registered 
with the Board in accordance with the Act, and such registration continues to be effective; and 
2. He has submitted to the Commission staff (attention: Office of the 
Chief Accountant) the Board’s letter notifying the public accounting firm with which he is 
associated that its registration application has been approved. 
            By            the            Commission.            
       Nancy M. Morris
       Secretary 
4

UNITED STATES OF AMERICA 

 Before the 


SECURITIES AND EXCHANGE COMMISSION 


SECURITIES EXCHANGE ACT OF 1934 
Release No.  56402 / September 13, 2007 

ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 2682 / September 13, 2007 

ADMINISTRATIVE PROCEEDING 
File No. 12763 

In the Matter of 

Bray & Associates CPA’s LLC 
and Arnold David Bray, CPA, 

Respondents. 

ORDER INSTITUTING PUBLIC 
ADMINISTRATIVE AND CEASE-AND
DESIST PROCEEDINGS PURSUANT TO 
SECTIONS 4C AND 21C OF THE 
SECURITIES EXCHANGE ACT OF 1934 
AND RULE 102(e) OF THE 
COMMISSION’S RULES OF PRACTICE, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A CEASE
AND-DESIST ORDER 

I. 

The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted against Bray & Associates CPA’s LLC and 
Arnold David Bray, CPA (collectively “Respondents”) pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), and that public administrative proceedings be, and 
hereby are, instituted against Bray & Associates CPA’s LLC pursuant to Section 4C1 of the 
Exchange Act and Rule 102(e)(1)(iii) of the Commission’s Rules of Practice.2 

1 Section 4C provides, in relevant part, that: 

The Commission may censure any person, or deny, temporarily or permanently, to any person the 
privilege of appearing or practicing before the Commission in any way, if that person is found . . . 
to have willfully violated, or willfully aided and abetted the violation of, any provision of the 
securities laws or the rules and regulations thereunder. 

2 Rule 102(e)(1)(iii) provides, in relevant part, that: 

The Commission may censure a person or deny, temporarily or permanently, the privilege of 
appearing or practicing before it in any way to any person who is found . . . to have willfully 
violated, or willfully aided and abetted the violation of any provision of the Federal securities laws 
or the rules and regulations thereunder. 



II. 

In anticipation of the institution of these proceedings, Respondents have submitted an Offer 
of Settlement (“Offer”), which the Commission has determined to accept.  Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over them and the subject matter of these proceedings, which are 
admitted, Respondents consent to the entry of this Order Instituting Public Administrative and 
Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the Securities Exchange Act of 
1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing 
Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.   

III. 

On the basis of this Order and Respondents’ Offer, the Commission finds3 that: 

A. RESPONDENTS 

1. Bray & Associates CPA’s LLC (the “Firm”) is an Indiana limited liability 
company headquartered in Greencastle, Indiana.  The Firm audited Alanar Real Estate Investment 
Trust Series 1 Corporation’s (“Alanar”) balance sheet as of May 19, 2004.   

2. Arnold David Bray, CPA, (“Bray”), 59, of Greencastle, Indiana, is a certified 
public accountant licensed in the state of Indiana since 1977.  Bray was the engagement partner in 
connection with the Firm’s audit of Alanar’s balance sheet as of May 19, 2004.   

B. FACTS 

1. Alanar is an Indiana corporation with its headquarters in Sullivan, Indiana.  As of 
May 19, 2004, Alanar reported total assets of $200,000.   

2. Alanar has at all relevant times been an issuer as defined by the Sarbanes-Oxley 
Act of 2002 (the “Act”). 

3. The Firm audited Alanar’s balance sheet as of May 19, 2004, which was included 
in Alanar’s registration statement on Form S-11/A, filed with the Commission on September 15, 
2004. As part of that audit, the Firm prepared and issued an audit report dated May 20, 2004 (the 
“Alanar audit report”), which the company included in its Form S-11/A.  Alanar paid the Firm 
$800 for the audit work.4 

3 The findings herein are made pursuant to Respondents’ Offer of Settlement and are not binding on any 
other person or entity in this or any other proceeding. 

4 During the course of the Commission’s investigation, the Firm voluntarily reimbursed Alanar the $800 in 
audit fees.  In view of the Firm’s reimbursement, the Commission is not ordering disgorgement in this matter. 

2




4. At the time the Firm issued the Alanar audit report, it was not registered with the 
Public Company Accounting Oversight Board (the “Board”), as required by Section 102(a) of the 
Act. 

5. Bray was the engagement partner on the Firm’s audit of Alanar’s balance sheet as 
of May 19, 2004. Bray participated in the preparation and issuance of the Alanar audit report. 

C. VIOLATIONS 

1. Section 102(a) of the Act provides that “it shall be unlawful for any person that is 
not a registered public accounting firm to prepare or issue, or to participate in the preparation or 
issuance of, any audit report with respect to any issuer.”5 

2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.6 

3. Based on the conduct described above, the Firm willfully7 violated Section 102(a) 
of the Act. 

4. Based on the conduct described above, Bray caused the Firm’s violation of Section 
102(a) of the Act. 

D. FINDINGS 

Based on the foregoing, the Commission finds that the Firm willfully violated Section 
102(a) of the Sarbanes-Oxley Act of 2002, and that Bray caused the Firm’s violation of Section 
102(a) of the Act. 

E. UNDERTAKING 

Respondents have undertaken not to request, demand, or accept, directly or indirectly, any 
compensation from Alanar in connection with the audit work associated with the Alanar audit 
report. In determining whether to accept the Offer, the Commission has considered this 
undertaking. 

5 A violation of the Act or any rule that the Board issues under the Act is treated for all purposes in the same 
manner as a violation of the Exchange Act, including with respect to penalties. Sarbanes-Oxley Act of 2002, 15 
U.S.C.A. § 7202(b)(1) (West 2002). 

6 Section 102(a) became effective “[b]eginning 180 days after the date of the determination of the 
Commission under Section 101(d)” of the Act that the Board was prepared to undertake its statutory responsibilities.  
The Commission made the required determination on April 25, 2003.  See Order Regarding Section 101(d) of the 
Sarbanes-Oxley Act of 2002, Securities Act Release No. 8223, Exchange Act Release No. 47746, 2003 WL 
1956164 (Apr. 25, 2003). 

7 “Willfully” as used in this Order means intentionally committing the act that constitutes the violation. 
There is no requirement that the actor also be aware that he is violating a rule or statute. See Wonsover v. SEC, 205 
F.3d 408, 414 (D.C. Cir. 2000); Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965). 

3




IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondents’ Offer. 

Accordingly, it is hereby ORDERED, effective immediately, that: 

1. Bray & Associates CPA’s LLC 

A. The Firm shall cease and desist from committing or causing any violations 
and any future violations of Section 102(a) of the Act. 

 B. The Firm is censured. 

C. The Firm may practice before the Commission as an independent accountant 
provided that: 

1. It is registered with the Board in accordance with the Act, and such 
registration continues to be effective; and 

2. It has submitted to the Commission staff (attention: Office of the 
Chief Accountant) the Board’s letter notifying the Firm that its registration application has been 
approved. 

2. Arnold David Bray, CPA 

A. Bray shall cease and desist from committing or causing any violations and 
any future violations of Section 102(a) of the Act. 

B. Bray may practice before the Commission as an independent accountant 
provided that: 

1. The public accounting firm with which he is associated is registered 
with the Board in accordance with the Act, and such registration continues to be effective; and 

2. He has submitted to the Commission staff (attention: Office of the 
Chief Accountant) the Board’s letter notifying the public accounting firm with which he is 
associated that its registration application has been approved. 

 By the Commission. 

       Nancy  M.  Morris
       Secretary  

4