In re David M. Winings

                                                 UNITED                                                 STATES OF AMERICA 

                                                                     Before                                                                     the                                                                     

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 
Release No.  56409 / September 13, 2007 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 2689 / September 13, 2007 
ADMINISTRATIVE PROCEEDING 
File No. 3-12770 
In the Matter of 
David M. Winings, CPA, An 
Accountancy Corporation and 
      David M. Winings, 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 David M. Winings, CPA, An 
Accountancy Corporation and David M. Winings, 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 David M. Winings, CPA, An 
Accountancy Corporation 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: 

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. David M. Winings, CPA, An Accountancy Corporation (the “Firm”) is a 
California corporation and a public accounting firm headquartered in Palm Desert, California.  The 
Firm audited the financial statements of the following six companies: 1) Silver Bow Antique 
Aviation (fiscal years ended December 31, 2002 and 2003); 2) Animal Cloning Sciences, Inc. 
(fiscal year ended December 31, 2003); 3) Knickerbocker Capital Corporation (fiscal year ended 
December 31, 2003); 4) Asian Financial, Inc. (fiscal year ended December 31, 2003); 5) Apex 
Capital Group, Inc. (fiscal year ended December 31, 2003); and 6) Woodstock Tree Farms, Inc. 
(fiscal years ended December 31, 2002 and 2003).    
2. David M. Winings, CPA, (“Winings”), 43, of Palm Desert, California, is a certified 
public accountant licensed in the state of California since 1992.  Winings was the engagement 
partner in connection with the Firm’s audits of the financial statements of the following six 
companies: 1) Silver Bow Antique Aviation (fiscal years ended December 31, 2002 and 2003); 2) 
Animal Cloning Sciences, Inc. (fiscal year ended December 31, 2003); 3) Knickerbocker Capital 
Corporation (fiscal year ended December 31, 2003); 4) Asian Financial, Inc. (fiscal year ended 
December 31, 2003); 5) Apex Capital Group, Inc. (fiscal year ended December 31, 2003); and 6) 
Woodstock Tree Farms, Inc. (fiscal years ended December 31, 2002 and 2003). 
B.        FACTS        
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. 
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. 
2

3 

1. During the relevant period, Silver Bow Antique Aviation (“Silver Bow”), Animal 
Cloning Sciences, Inc. (“Animal Cloning”), Knickerbocker Capital Corporation 
(“Knickerbocker”), Asian Financial, Inc. (“Asian Financial”), Apex Capital Group, Inc. (“Apex 
Capital”), and Woodstock Tree Farms, Inc. (“Woodstock”), were all under common control and 
ownership, and the common stock of Silver Bow, Animal Cloning, Knickerbocker, Asian 
Financial, and Apex Capital was registered with the Commission pursuant to Section 12(g) of the 
Exchange Act.  None of the companies reported revenue for 2003.  Silver Bow reported $37,675 in 
total assets for December 31, 2003, and Woodstock reported $282,593 in total assets for December 
31, 2003. 
2. Silver Bow, Animal Cloning, Knickerbocker, Asian Financial, Apex Capital, and 
Woodstock have at all relevant times each been an issuer as defined by the Sarbanes-Oxley Act of 
2002 (the “Act”). 
3. The Firm audited Silver Bow’s 2002 financial statements included in Silver Bow’s 
annual report for fiscal year 2002 on Form 10-KSB, filed with the Commission on May 20, 2004.  
As part of the audit, the Firm prepared and issued an audit report dated November 30, 2003, which 
the company included in its 2002 Form 10-KSB.  The Firm also audited Silver Bow’s 2003 
financial statements included in Silver Bow’s annual report for fiscal year 2003 on Form 10-KSB, 
filed with the Commission on May 21, 2004, and in Silver Bow’s registration statement on Form 
SB-2/A, filed with the Commission on May 25, 2004.  As part of the audit, the Firm prepared and 
issued an audit report dated May 3, 2004 (together with the November 30, 2003 audit report, the 
“Silver Bow audit reports”), which the company included in its 2003 Form 10-KSB and in its 
registration statement on Form SB-2/A. 
4. The Firm audited Animal Cloning’s 2003 financial statements included in Animal 
Cloning’s annual report for fiscal year 2003 on Form 10-KSB, filed with the Commission on 
February 13, 2004.  As part of that audit, the Firm prepared and issued an audit report dated 
February 9, 2004 (the “Animal Cloning audit report”), which the company included in its 2003 
Form 10-KSB. 
5. Animal Cloning retained a new, registered firm to audit its financial statements for 
fiscal year 2004. However, because of a reclassification regarding a note payable, the company 
restated its financial statements for fiscal year 2003.  As a result, because the Firm had originally 
audited Animal Clonings’ financial statements for fiscal year 2003, it issued an updated audit 
report on October 28, 2005, explaining the reclassification.  Animal Cloning included the new 
audit report in a Form 10-KSB filed with the Commission on December 12, 2005.  The Firm 
issued the October 28, 2005 audit report after the Public Company Accounting Oversight Board 
(the “Board”) had disapproved the Firm’s application for registration.  See paragraph 13 below. 
6. The Firm audited Knickerbocker’s 2003 financial statements included in 
Knickerbocker’s annual report for fiscal year 2003 on Form 10-KSB, filed with the Commission 
on March 30, 2004.  As part of that audit, the Firm prepared and issued an audit report dated March 
23, 2004 (the “Knickerbocker audit report”), which the company included in its 2003 Form 10-
KSB. On May 3, 2004, Knickerbocker dismissed the firm as its independent auditor. 
3


7. The Firm audited Asian Financial’s 2003 financial statements included in Asian 
Financial’s annual report for fiscal year 2003 on Form 10-KSB, filed with the Commission on 
April 6, 2004. As part of that audit, the Firm prepared and issued an audit report dated March 26, 
2004 (the “Asian Financial audit report”), which the company included in its 2003 Form 10-KSB. 
8. The Firm audited Apex Capital’s 2003 financial statements included in Apex 
Capital’s annual report for fiscal year 2003 on Form 10-KSB, filed with the Commission on April 
6, 2004. As part of that audit, the Firm prepared and issued an audit report dated March 27, 2004 
(the “Apex Capital audit report”), which the company included in its 2003 Form 10-KSB. 
9. The Firm audited Woodstock’s 2002 and 2003 financial statements, which were 
included in Woodstock’s registration statement on Form SB-2/A, filed with the Commission on 
June 14, 2004. As part of that audit, the Firm prepared and issued an audit report dated April 29, 
2004 (the “Woodstock audit report”), which the company included in its Form SB-2/A.   
10. The Firm collected no fees for the audit work performed for Silver Bow, Animal 
Cloning, Knickerbocker, Asian Financial, Apex Capital, and Woodstock.   
11. At the time the Firm issued the Silver Bow, Animal Cloning, Knickerbocker, Asian 
Financial, Apex Capital, and Woodstock audit reports, it was not registered with the Board as 
required by Section 102(a) of the Act. 
12. Winings was the engagement partner on the Firm’s audit of the financial statements 
of Silver Bow, Animal Cloning, Knickerbocker, Asian Financial, Apex Capital, and Woodstock.  
Winings participated in the preparation and issuance of the Silver Bow, Animal Cloning, 
Knickerbocker, Asian Financial, Apex Capital, and Woodstock audit reports. 
13. By order dated April 18, 2005, the Board disapproved an application for 
registration submitted by the Firm based in part on the Firm’s violation of Section 102(a) of the 
Act in issuing the Silver Bow, Animal Cloning, Knickerbocker, Asian Financial, Apex Capital, and 
Woodstock audit reports.
4
  The order effectively prevented the Firm from becoming registered with 
the Board until after February 15, 2006, approximately 15 months from the date the Board issued a 
notice of hearing on the Firm’s application.
5
  Winings has only worked as an accountant through 
the Firm since before the Board’s order and has not otherwise been associated with a public 
4 
PCAOB Release No. 2005-005 (Apr. 18, 2005).  The order also found that the Firm’s 
issuance of the Silver Bow, Animal Cloning, Knickerbocker, Asian Financial, Apex Capital, and 
Woodstock audit reports violated Board Rule 2100, which implemented Section 102(a) of the Act, 
and that the Firm violated Board Rule 2101 when it failed to identify and to provide required 
information concerning the Knickerbocker audit report on the Firm’s registration application.  Id. 
5 
The order states that with respect to any new registration application the Firm submits 
after February 15, 2006, the Board will not issue a notice of hearing to determine whether to 
approve or disapprove such application based solely on the violations subject to the Board’s 
order. Id. 
4


accounting firm registered with the Board. 
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.”
6 
2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.
7 
3. Based on the conduct described above, the Firm willfully
8
 violated Section 102(a) 
of the Act. 
4. Based on the conduct described above, Winings 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 Winings caused the Firm’s violation of Section 
102(a) of the Act. 
E.        UNDERTAKING        
Respondents undertake not to request, demand, or accept, directly or indirectly, any 
compensation from Silver Bow, Animal Cloning, Knickerbocker, Asian Financial, Apex Capital, 
and Woodstock in connection with the audit work associated with the respective audit reports.  In 
determining whether to accept the Offer, the Commission has considered this undertaking. 
6 
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). 
7 
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). 
8 
“Willfully” as used in this Offer 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). 
5


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. David M. Winings, CPA, An Accountancy Corporation 
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. David M. Winings, CPA  
A. Winings shall cease and desist from committing or causing any violations 
and any future violations of Section 102(a) of the Act. 
B. Winings 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 
6


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 
7

UNITED STATES OF AMERICA 

 Before the 


SECURITIES AND EXCHANGE COMMISSION 


SECURITIES EXCHANGE ACT OF 1934 
Release No.  56409 / September 13, 2007 

ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 2689 / September 13, 2007 

ADMINISTRATIVE PROCEEDING 
File No. 3-12770 

In the Matter of 

David M. Winings, CPA, An 
Accountancy Corporation and 

      David M. Winings, 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 David M. Winings, CPA, An 
Accountancy Corporation and David M. Winings, 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 David M. Winings, CPA, An 
Accountancy Corporation 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: 



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. David M. Winings, CPA, An Accountancy Corporation (the “Firm”) is a 
California corporation and a public accounting firm headquartered in Palm Desert, California.  The 
Firm audited the financial statements of the following six companies: 1) Silver Bow Antique 
Aviation (fiscal years ended December 31, 2002 and 2003); 2) Animal Cloning Sciences, Inc. 
(fiscal year ended December 31, 2003); 3) Knickerbocker Capital Corporation (fiscal year ended 
December 31, 2003); 4) Asian Financial, Inc. (fiscal year ended December 31, 2003); 5) Apex 
Capital Group, Inc. (fiscal year ended December 31, 2003); and 6) Woodstock Tree Farms, Inc. 
(fiscal years ended December 31, 2002 and 2003).    

2. David M. Winings, CPA, (“Winings”), 43, of Palm Desert, California, is a certified 
public accountant licensed in the state of California since 1992.  Winings was the engagement 
partner in connection with the Firm’s audits of the financial statements of the following six 
companies: 1) Silver Bow Antique Aviation (fiscal years ended December 31, 2002 and 2003); 2) 
Animal Cloning Sciences, Inc. (fiscal year ended December 31, 2003); 3) Knickerbocker Capital 
Corporation (fiscal year ended December 31, 2003); 4) Asian Financial, Inc. (fiscal year ended 
December 31, 2003); 5) Apex Capital Group, Inc. (fiscal year ended December 31, 2003); and 6) 
Woodstock Tree Farms, Inc. (fiscal years ended December 31, 2002 and 2003). 

B. FACTS 

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. 

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. 

2


3 



1. During the relevant period, Silver Bow Antique Aviation (“Silver Bow”), Animal 
Cloning Sciences, Inc. (“Animal Cloning”), Knickerbocker Capital Corporation 
(“Knickerbocker”), Asian Financial, Inc. (“Asian Financial”), Apex Capital Group, Inc. (“Apex 
Capital”), and Woodstock Tree Farms, Inc. (“Woodstock”), were all under common control and 
ownership, and the common stock of Silver Bow, Animal Cloning, Knickerbocker, Asian 
Financial, and Apex Capital was registered with the Commission pursuant to Section 12(g) of the 
Exchange Act.  None of the companies reported revenue for 2003.  Silver Bow reported $37,675 in 
total assets for December 31, 2003, and Woodstock reported $282,593 in total assets for December 
31, 2003. 

2. Silver Bow, Animal Cloning, Knickerbocker, Asian Financial, Apex Capital, and 
Woodstock have at all relevant times each been an issuer as defined by the Sarbanes-Oxley Act of 
2002 (the “Act”). 

3. The Firm audited Silver Bow’s 2002 financial statements included in Silver Bow’s 
annual report for fiscal year 2002 on Form 10-KSB, filed with the Commission on May 20, 2004.  
As part of the audit, the Firm prepared and issued an audit report dated November 30, 2003, which 
the company included in its 2002 Form 10-KSB.  The Firm also audited Silver Bow’s 2003 
financial statements included in Silver Bow’s annual report for fiscal year 2003 on Form 10-KSB, 
filed with the Commission on May 21, 2004, and in Silver Bow’s registration statement on Form 
SB-2/A, filed with the Commission on May 25, 2004.  As part of the audit, the Firm prepared and 
issued an audit report dated May 3, 2004 (together with the November 30, 2003 audit report, the 
“Silver Bow audit reports”), which the company included in its 2003 Form 10-KSB and in its 
registration statement on Form SB-2/A. 

4. The Firm audited Animal Cloning’s 2003 financial statements included in Animal 
Cloning’s annual report for fiscal year 2003 on Form 10-KSB, filed with the Commission on 
February 13, 2004.  As part of that audit, the Firm prepared and issued an audit report dated 
February 9, 2004 (the “Animal Cloning audit report”), which the company included in its 2003 
Form 10-KSB. 

5. Animal Cloning retained a new, registered firm to audit its financial statements for 
fiscal year 2004. However, because of a reclassification regarding a note payable, the company 
restated its financial statements for fiscal year 2003.  As a result, because the Firm had originally 
audited Animal Clonings’ financial statements for fiscal year 2003, it issued an updated audit 
report on October 28, 2005, explaining the reclassification.  Animal Cloning included the new 
audit report in a Form 10-KSB filed with the Commission on December 12, 2005.  The Firm 
issued the October 28, 2005 audit report after the Public Company Accounting Oversight Board 
(the “Board”) had disapproved the Firm’s application for registration.  See paragraph 13 below. 

6. The Firm audited Knickerbocker’s 2003 financial statements included in 
Knickerbocker’s annual report for fiscal year 2003 on Form 10-KSB, filed with the Commission 
on March 30, 2004.  As part of that audit, the Firm prepared and issued an audit report dated March 
23, 2004 (the “Knickerbocker audit report”), which the company included in its 2003 Form 10
KSB. On May 3, 2004, Knickerbocker dismissed the firm as its independent auditor. 

3




7. The Firm audited Asian Financial’s 2003 financial statements included in Asian 
Financial’s annual report for fiscal year 2003 on Form 10-KSB, filed with the Commission on 
April 6, 2004. As part of that audit, the Firm prepared and issued an audit report dated March 26, 
2004 (the “Asian Financial audit report”), which the company included in its 2003 Form 10-KSB. 

8. The Firm audited Apex Capital’s 2003 financial statements included in Apex 
Capital’s annual report for fiscal year 2003 on Form 10-KSB, filed with the Commission on April 
6, 2004. As part of that audit, the Firm prepared and issued an audit report dated March 27, 2004 
(the “Apex Capital audit report”), which the company included in its 2003 Form 10-KSB. 

9. The Firm audited Woodstock’s 2002 and 2003 financial statements, which were 
included in Woodstock’s registration statement on Form SB-2/A, filed with the Commission on 
June 14, 2004. As part of that audit, the Firm prepared and issued an audit report dated April 29, 
2004 (the “Woodstock audit report”), which the company included in its Form SB-2/A.   

10. The Firm collected no fees for the audit work performed for Silver Bow, Animal 
Cloning, Knickerbocker, Asian Financial, Apex Capital, and Woodstock.   

11. At the time the Firm issued the Silver Bow, Animal Cloning, Knickerbocker, Asian 
Financial, Apex Capital, and Woodstock audit reports, it was not registered with the Board as 
required by Section 102(a) of the Act. 

12. Winings was the engagement partner on the Firm’s audit of the financial statements 
of Silver Bow, Animal Cloning, Knickerbocker, Asian Financial, Apex Capital, and Woodstock.  
Winings participated in the preparation and issuance of the Silver Bow, Animal Cloning, 
Knickerbocker, Asian Financial, Apex Capital, and Woodstock audit reports. 

13. By order dated April 18, 2005, the Board disapproved an application for 
registration submitted by the Firm based in part on the Firm’s violation of Section 102(a) of the 
Act in issuing the Silver Bow, Animal Cloning, Knickerbocker, Asian Financial, Apex Capital, and 
Woodstock audit reports.4  The order effectively prevented the Firm from becoming registered with 
the Board until after February 15, 2006, approximately 15 months from the date the Board issued a 
notice of hearing on the Firm’s application.5  Winings has only worked as an accountant through 
the Firm since before the Board’s order and has not otherwise been associated with a public 

4 PCAOB Release No. 2005-005 (Apr. 18, 2005).  The order also found that the Firm’s 
issuance of the Silver Bow, Animal Cloning, Knickerbocker, Asian Financial, Apex Capital, and 
Woodstock audit reports violated Board Rule 2100, which implemented Section 102(a) of the Act, 
and that the Firm violated Board Rule 2101 when it failed to identify and to provide required 
information concerning the Knickerbocker audit report on the Firm’s registration application.  Id. 

5 The order states that with respect to any new registration application the Firm submits 
after February 15, 2006, the Board will not issue a notice of hearing to determine whether to 
approve or disapprove such application based solely on the violations subject to the Board’s 
order. Id. 

4




accounting firm registered with the Board. 

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.”6 

2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.7 

3. Based on the conduct described above, the Firm willfully8 violated Section 102(a) 
of the Act. 

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

E. UNDERTAKING 

Respondents undertake not to request, demand, or accept, directly or indirectly, any 
compensation from Silver Bow, Animal Cloning, Knickerbocker, Asian Financial, Apex Capital, 
and Woodstock in connection with the audit work associated with the respective audit reports.  In 
determining whether to accept the Offer, the Commission has considered this undertaking. 

6 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). 

7 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). 

8 “Willfully” as used in this Offer 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). 

5




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. David M. Winings, CPA, An Accountancy Corporation 

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. David M. Winings, CPA  

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

B. Winings 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 

6




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  

7